exv10w1






Exhibit 10.1




PLAN SUPPORT AGREEMENT




          This PLAN SUPPORT AGREEMENT (the “Agreement”) is made and entered into as of December
20, 2009 by and among the following parties:




          (a) Tronox Incorporated and its affiliated debtors and debtors in possession (collectively,
“Tronox”);




          (b) the Official Committee of Unsecured Creditors (the “Creditors’ Committee”);




          (c) the United States of America (the “United States”); provided, that the United
States, by its execution and delivery of this Agreement, shall have no obligations hereunder except
as explicitly set forth herein;




          (d) the undersigned holders (collectively, the “Noteholders”) of 9.5% Unsecured Notes
due December 1, 2012 (the “Notes”), issued pursuant to that certain indenture, dated as of
November 21, 2005, by and among Tronox Worldwide LLC and Tronox Finance Corp. as issuers, Tronox
Incorporated and certain domestic subsidiaries thereof as guarantors, and Wilmington Trust Bank,
N.A. as trustee;




          (e) Michael E. Carroll, in his sole capacity as a member of Creditors’ Committee and holder of
a Tort Claim (as defined in the Term Sheet) who, with and through counsel, has been active in Term
Sheet negotiations and has made the judgment that the treatment proposed for Tort Claims in the
Term Sheet (assuming the treatment in the Term Sheet is consistent with his understanding of the
treatment agreed to among the Parties) is fair and reasonable under the circumstances of the Tronox
chapter 11 cases;




          (f) Rio Algom Mining, LLC, in its sole capacity as a member of the Creditors’ Committee and
holder of a non-governmental CERCLA Claim; and




          (g) the undersigned attorneys for certain parties, as representatives (the
“Representatives”) of such parties, provided, that the Representatives shall be obligated
only with respect to Section 9 hereof.




          Each party named above, with the exception of the Representatives, is a “Party”, and
collectively, the “Parties”.




RECITALS




          WHEREAS, on January 12, 2009, Tronox commenced voluntary cases under chapter 11 of 11 U.S.C.
§§ 101-1532 (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern
District of New York (the “Bankruptcy Court”);




          WHEREAS, based on various factors, which Tronox has extensively considered, Tronox has
determined that the consummation of a standalone reorganization through a chapter 11 plan is in the
best interests of its estates and all stakeholders;




 









 








          WHEREAS, the members of the Creditors’ Committee, the United States and the Noteholders each
hold a claim or claims against Tronox, as defined in section 101(5) of the Bankruptcy Code (each
such claim, a “Claim”);




          WHEREAS, upon entry of the Interim DIP Order (as defined below) and satisfaction of the
conditions precedent set forth in the DIP to Exit Credit Agreement (as defined below), Goldman
Sachs Lending Partners LLC (“GS Lending Partners”), as sole lead arranger and joint
bookrunner (in such capacities, the “Replacement Facility Arranger”), will provide, in
accordance with the terms and conditions of that certain Senior Secured Super-Priority
Debtor-in-Possession and Exit Credit and Guaranty Agreement, dated as of December 20, 2009 and
attached hereto as Exhibit A (the “DIP to Exit Credit Agreement”), replacement
senior secured debtor-in-possession financing that will convert into exit financing under, and upon
the effectiveness of, the Plan (as defined below) (the “DIP to Exit Facility”);




          WHEREAS, the Noteholders and certain other entities have agreed to provide a new money
investment to be provided in accordance with the terms and conditions of that certain Equity
Commitment Agreement, dated as of December 20, 2009, and attached hereto as Exhibit B (the
“Commitment Agreement”);




          WHEREAS, the Parties now desire Tronox to file, obtain confirmation of, and consummate a
chapter 11 plan of reorganization in accordance with the terms and conditions set forth in the term
sheet annexed hereto as Attachment 1, as such term sheet may be amended from time to time
in accordance with the terms of this Agreement (the “Term Sheet”, and such plan of
reorganization, the “Plan”);1




          WHEREAS, the Parties have engaged in good faith negotiations with each other and with the
objective of reaching an agreement with regard to the Plan and the Term Sheet;




          WHEREAS, each Party has reviewed, or has had the opportunity to review, this Agreement and the
Term Sheet with the assistance of professional legal advisors of its own choosing;




          WHEREAS, each Party desires to support the Plan, to the extent consistent in all material
respects with the Term Sheet; and




          WHEREAS, subject to the execution of definitive documentation and appropriate approvals by the
Bankruptcy Court of the Plan and the associated disclosure statement (as the same may be amended
pursuant to this Agreement from time to time in accordance with this Agreement, the “Disclosure
Statement”), each of which shall be consistent with the Term Sheet, the following sets forth
the agreement between the Parties concerning their respective obligations.




          WHEREAS, the Parties require that, as a condition of their willingness to execute this
Agreement, the Debtors exercise their rights under the Asset and Equity Purchase






 




			
	1	 	Capitalized terms used but not otherwise
defined herein shall have the meaning ascribed to them in the Term Sheet.




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Agreement between Tronox Incorporated and certain of its affiliates, on the one hand, and
Huntsman Pigments LLC, Huntsman Australia R&D Company Pty Ltd and Huntsman Corporation, on the
other hand, dated as of August 28, 2009, not to pursue further the sale of substantially all of
their operating assets.




AGREEMENT




          NOW THEREFORE, in consideration of the promises and the mutual covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Parties hereby agree as follows:




     1. Term Sheet and Plan of Reorganization.



          The Term Sheet is incorporated herein by reference and is made part of this Agreement as if
fully set forth herein. The general terms and conditions of the Plan are set forth in the Term
Sheet; provided, however, that the Term Sheet is supplemented by the terms and
conditions of this Agreement. In the event of any inconsistencies between the terms of this
Agreement and the Term Sheet, the terms of this Agreement shall govern.




     2. Effectuating the Plan.



          To implement the Plan, the Parties have agreed, on the terms and conditions set forth herein,
that Tronox shall use reasonable best efforts to effectuate the Plan, and without limiting the
foregoing, shall use its reasonable best efforts to take all actions necessary and appropriate to:




               (a) on or prior to December 31, 2009, and in any event concurrently with the filing of the DIP
Motion and the Commitment Agreement Motion (each as defined below), file a motion with the
Bankruptcy Court, seeking the entry of an order approving this Agreement and authorizing the
Parties entering into, and performing under, this Agreement (the “PSA Motion”);



               (b) on or prior to December 31, 2009, and in any event concurrently with the filing of the DIP
Motion and the PSA Motion, file a motion with the Bankruptcy Court, seeking the entry of an order
approving the Commitment Agreement and authorizing the parties thereto entering into, and
performing under, the Commitment Agreement (the “Commitment Agreement Motion”);



               (c) on or prior to December 31, 2009 and in any event concurrently with the filing of the PSA
Motion and the Commitment Agreement Motion, file a motion (the “DIP Motion”) with the
Bankruptcy Court seeking (i) the entry of an interim order substantially in the form attached
hereto as Exhibit C or otherwise in form and substance satisfactory to the Replacement
Facility Arranger (the “Interim DIP Order”) on or prior to January 10, 2010, and (ii) the
entry of a final order (the “Final DIP Order” and together with the Interim DIP Order,
collectively, the “DIP Orders”) containing substantially the same terms as the Interim
Order (except as otherwise expressly set forth in the Interim Order) or otherwise in form and
substance satisfactory to the Replacement Facility Arranger, as expeditiously as practicable under
the



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Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and the Bankruptcy Court’s local
rules (such federal and local rules, the “Bankruptcy Rules”), but in any event on or prior
to January 10, 2010, which DIP Orders shall (i) authorize Tronox to enter into, and perform its
obligations in respect of, the DIP to Exit Facility, (ii) approve the repayment of the indebtedness
owing to the Existing Secured Creditors, and (iii) approve the liens, superpriority administrative
claims and other protections provided to the Replacement Facility Arranger, the lenders under the
DIP to Exit Facility (collectively, the “Replacement Lenders”), the escrow agent under the
DIP to Exit Facility (the “Replacement Escrow Agent”), the lender counterparties to hedging
agreements permitted under the DIP to Exit Credit Facility (the “Replacement Lender Hedging
Parties”) and the respective administrative, collateral, syndication and other agents for the
Replacement Lenders under the DIP to Exit Credit Facility (collectively, the “Replacement
Agents,” and together with the Replacement Facility Arranger, the Replacement Lenders, the
Replacement Escrow Agent and the Replacement Lender Hedging Parties, the “Replacement Lender
Parties”) (for the avoidance of doubt, the PSA Motion, the Commitment Agreement Motion, and the
DIP Motion may be filed as a single motion, which may be approved through one or more order of the
Bankruptcy Court);




               (d) move the Bankruptcy Court to enter an order approving the Disclosure Statement (the
“Disclosure Statement Order”) as expeditiously as practicable under the Bankruptcy Code and
the Bankruptcy Rules and, in any event, have the Disclosure Statement Order entered on or prior to
April 30, 2010 (or, in the event that Tronox extends the term of the Replacement DIP Facility past
the initial six month term pursuant to the Facility Extension Option described below, on or about
June 30, 2010);



               (e) solicit the requisite acceptances of the Plan in accordance with sections 1125 and 1126 of
the Bankruptcy Code and the terms of the Disclosure Statement Order;



               (f) move the Bankruptcy Court to confirm the Plan as expeditiously as practicable under the
Bankruptcy Code and the Bankruptcy Rules, and, in any event, have the order confirming the Plan
entered on or prior to June 30, 2010 or, in the event a Facility Extension Notice has been
delivered pursuant to the DIP to Exit Credit Agreement, August 31, 2010; and



               (g) consummate the Plan as expeditiously as practicable in accordance with its terms and the
terms of this Agreement.



     3. Commitments of the Parties to this Agreement.



          (a) Support of Plan.




          As long as a Termination Event (as defined herein) has not occurred, or has occurred but has
been duly waived or cured in accordance with the terms hereof, each Party hereto agrees for itself,
that it will:





	 	i.	 	consent to and support the entry of the DIP
Orders and Tronox entering into and performing under the DIP to Exit
Facility




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	 	 	 	pursuant to the terms of the DIP to Exit Credit Agreement and the DIP
Orders;






	 	ii.	 	promptly upon execution of this Agreement,
negotiate in good faith to prepare the Definitive Restructuring
Documentation, which shall contain provisions consistent with this
Agreement and the Term Sheet and such other provisions as are mutually
acceptable to the Parties;
	 
	 	iii.	 	from and after the date hereof not directly or
indirectly seek, solicit, support or vote in favor of, as applicable,
any other plan, sale, proposal or offer of dissolution, winding up,
liquidation, reorganization, merger or restructuring of Tronox that
could reasonably be expected to prevent, delay or impede solicitation,
confirmation or consummation of the Plan or any document filed with the
Bankruptcy Court in furtherance of soliciting or confirming the Plan or
consuming the transactions contemplated thereby;
	 
	 	iv.	 	agree, if applicable, to permit disclosure in
the Disclosure Statement and any filings by Tronox with the Securities
and Exchange Commission of the contents of this Agreement;
	 
	 	v.	 	following receipt of the Disclosure Statement
and other related solicitation materials approved by the Bankruptcy
Court, vote all Claims that it holds or controls, if any, in favor of
the Plan by delivering its duly executed and timely completed ballot or
ballots accepting the Plan to the balloting agent for the Plan, and it
shall not thereafter withdraw or change such vote so long as the Plan
and Disclosure Statement are not modified except in accordance with
this Agreement;
	 
	 	vi.	 	not object to or otherwise commence any
proceeding or take any other action opposing any of the terms of this
Agreement, the Disclosure Statement or the Plan; and
	 
	 	vii.	 	in the case of the Creditors’ Committee,
recommend its members to vote in favor of the Plan.





          (b) Transfers of Claims.




          Each Noteholder may sell, assign, transfer, hypothecate or otherwise dispose of, directly or
indirectly (each such transfer, a “Transfer”), all or any of its Claims (or any right
related thereto and including any voting rights associated with such Claims, provided, that the
transferee thereof (i) agrees in writing, prior to such Transfer, to assume the rights and
obligations of the selling Party under this Agreement and (ii) promptly delivers such writing to
Tronox (each such transferee becoming, upon the Transfer, a Party hereunder). Any sale,






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transfer or assignment of a Claim that does not comply with the procedure set forth in the
first sentence of this Subsection 3(b) shall be deemed void ab initio.




          (c) Representations of the Noteholders.




          Each Noteholder represents, with respect to itself only, that, as of the date hereof:





	 	i.	 	it is the owner and/or the investment advisor
or manager for the owner of such Claims set forth opposite its name on
Schedule 1 hereto (collectively, the “Relevant
Claims”);
	 
	 	ii.	 	it has made no prior assignment, sale,
participation, grant, conveyance, or other transfer of, and has not
entered into any other agreement to assign, sell, participate, grant,
or otherwise transfer, in whole or any part, any portion of its right,
title or interest in the Relevant Claims; and
	 
	 	iii.	 	Except as otherwise set forth on its respective
signature page, it has full power to vote the aggregate principal
amount of the Relevant Claims.





     4. Mutual Representations, Warranties, and Covenants.



     Each Party makes the following representations and warranties, solely with respect to itself,
to each of the other Parties:



          (a) Enforceability.




          Subject to the provisions of sections 1125 and 1126 of the Bankruptcy Code, and except as set
forth herein, this Agreement is a legal, valid and binding obligation of such Party, enforceable
against it in accordance with its terms, except as enforcement may be limited by applicable laws
relating to or limiting creditors’ rights generally or by equitable principles relating to
enforceability.




          (b) No Consent or Approval.




          Except as expressly provided in this Agreement, no consent or approval is required by any
other entity for it to carry out the provisions of this Agreement; provided, however, that it is
understood that under applicable statute or law, the ability of the United States to execute or
enter into definitive agreements consistent with the Term Sheet may be subject to a notice period
and an opportunity for public comment and approval from various officials.




          (c) Power and Authority.




          It has all requisite power and authority to enter into this Agreement and to carry out the
transactions contemplated by, and perform its respective obligations under, this Agreement and the
Plan.







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          (d) Authorization.




          The execution and delivery of this Agreement and the performance of its obligations hereunder
have been duly authorized by all necessary action on its part.




          (e) No Conflicts.




          The execution, delivery and performance of this Agreement does not and shall not: (a) violate
any provision of law, rule or regulations applicable to it or any of its subsidiaries; (b) violate
its certificate of incorporation, bylaws or other organizational documents or those of any of its
subsidiaries; or (c) conflict with, result in a breach of or constitute (with due notice or lapse
of time or both) a default under any material contractual obligation to which it or any of its
subsidiaries is a party.




     5. No Waiver of Participation and Preservation of Rights.



     This Agreement and the Plan are part of a proposed settlement of disputes among the Parties.
Without limiting the foregoing sentence in any way, if the transactions contemplated by this
Agreement or otherwise set forth in the Plan are not consummated as provided herein, if a Tronox
Termination Event or Agreement Termination Event occurs, or if this Agreement is otherwise
terminated for any reason, the Parties each fully reserve any and all of their respective rights,
remedies, claims and interests.



     6. Acknowledgement.



     This Agreement and the Plan and the transactions contemplated herein and therein are the
product of negotiations between the Parties and their respective representatives. This Agreement
is not and shall not be deemed to be a solicitation of votes for the acceptance of a plan of
reorganization for the purposes of sections 1125 and 1126 of the Bankruptcy Code or otherwise.
Tronox will not solicit acceptances of the Plan from any holder of a Claim in any manner
inconsistent with the Bankruptcy Code or applicable nonbankruptcy law.



     7. Termination.



          (a) This Agreement shall expire automatically without any further required action or notice
upon the occurrence of (x) any Tronox Termination Event; provided, however, solely
in the case of the occurrence of an event described in clauses (i) or (ii) of the definition of
“Tronox Termination Event,” that this Agreement shall not terminate pursuant to this clause (x)
unless and until Noteholders representing more than thirty-three percent (33%) of the aggregate
amount of all Noteholders’ Relevant Claims are then in breach of any material covenant,
representation, warranty or other provision set forth in clause (i) or (ii) of the definition of
“Tronox Termination Event,” or (y) any Agreement Termination Event, unless the occurrence of such
Agreement Termination Event is waived in writing by Noteholders representing more than sixty-seven
percent (67%) of the aggregate amount of all Noteholders’ Relevant Claims. Upon the expiration of
this Agreement, any and all acceptances in favor of the Plan by the Noteholders prior to such
expiration shall be deemed, for all purposes, to be null and void and shall not be considered or
otherwise used in any manner by Tronox in connection with this Agreement.







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          (b) Termination Events.




          The term “Tronox Termination Event,” wherever used in this Agreement, means any of the
following events (whatever the reason for such Tronox Termination Event and whether it is voluntary
or involuntary):





	 	i.	 	(A) A Noteholder shall have breached any
material covenant or provision of this Agreement; (B) Tronox shall have
delivered written notice to the other Parties of any such Noteholder
breach; and (C) any such breach shall have remained uncured by the
breaching Noteholder for a period of five (5) business days from the
receipt of such notice;
	 
	 	ii.	 	(A) Any representation or warranty in this
Agreement made by a Noteholder shall have been untrue in any material
respect when made or shall have become untrue in any material respect,
(B) Tronox shall have delivered written notice to the other Parties of
any such Noteholder breach, and (C) any such breach shall have remained
uncured by the breaching Noteholder for a period of five (5) business
days from the receipt of such notice;
	 
	 	iii.	 	There shall have been issued any order, decree,
or ruling by any court or governmental body having jurisdiction
restraining or enjoining the consummation of or rendering illegal the
transactions contemplated by this Agreement.





          The term “Agreement Termination Event,” wherever used in this Agreement, means any of
the following events (whatever the reason for such Agreement Termination Event and whether it is
voluntary or involuntary):





	 	i.	 	Any Party other than a Noteholder shall have
breached any material covenant or provision of this Agreement, (B) any
non-breaching Party shall have delivered written notice to the other
Parties of any such breach, and (C) such breach shall have remained
uncured by such breaching Party for a period of five (5) business days
from the receipt of such notice;
	 
	 	ii.	 	(A) Any representation or warranty in this
Agreement made by a Party other than a Noteholder shall have been
untrue in any material respect when made or shall have become untrue in
any material respect, (B) any non-breaching Party shall have delivered
written notice to the other Parties of any such breach, and (C) such
breach shall have remained uncured by such breaching Party for a period
of five (5) business days from the receipt of such notice;
	 
	 	iii.	 	(A) Any material term or condition of any of
the Definitive Restructuring Documentation shall be (whether due to an
order of




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	 	 	 	the Bankruptcy Court or otherwise) materially different and adverse
to any Party than as agreed by the Parties except to the extent such
materially different and adverse term or condition is agreed by each
such adversely affected Party, (B) any Party shall have delivered
written notice to the other Parties of any such event, and (C) such
event shall have remained uncured for a period of five (5) business
days;






	 	iv.	 	There shall have been issued or reinstated any
suspension order or similar order by a court or other governmental body
of competent jurisdiction that adversely affects the benefits intended
to be received by the Parties hereunder, or prevents Tronox from
consummating the transactions contemplated by this Agreement, and (A)
such proceeding or order was issued or reinstated at the request or
with the acquiescence of Tronox or any of its affiliates or (B) in all
other circumstances, such order shall not have been stayed, reversed,
or vacated within fifteen (15) days after such issuance or
reinstatement;
	 
	 	v.	 	Unless Tronox, the Noteholders, and the
Creditors’ Committee agree otherwise:






	 	a.	 	Tronox shall not have obtained an
interim order from the Bankruptcy Court approving Tronox’s entry
into the Commitment Agreement and this Agreement on or before
December 31, 2009;
	 
	 	b.	 	the governmental entities set
forth on Schedule 1 shall not have executed the
Environmental Settlement Documents on or prior to June 30, 2010;
	 
	 	c.	 	the Confirmation Order shall not
have been entered by the Bankruptcy Court on or before June 30,
2010 or, in the event a Facility Extension Notice has been
delivered pursuant to the DIP to Exit Credit Agreement, August
31, 2010; and
	 
	 	d.	 	the Plan and the transactions
contemplated therein shall not have been consummated on or
before June 30, 2010 or, in the event a Facility Extension
Notice has been delivered pursuant to the DIP to Exit Credit
Agreement, September 30, 2010;






	 	vi.	 	Upon the written consent of the Parties hereto;
	 
	 	vii.	 	The Commitment Agreement shall have been
terminated by any of the parties thereto pursuant to the terms thereof;




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	 	viii.	 	The conditions to the consummation of the
transactions set forth in the Commitment Agreement cannot, in the
reasonable opinion of the Noteholders, be satisfied on or prior to June
30, 2010 or, in the event a Facility Extension Notice has been
delivered pursuant to the DIP to Exit Credit Agreement, September 30,
2010.
	 
	 	ix.	 	The Bankruptcy Court shall have granted relief
that is inconsistent with the Term Sheet or the Plan and adverse, in
any material respect, to any Party;
	 
	 	x.	 	A trustee or examiner with enlarged powers
shall have been appointed under sections 1104 or 1105 of the Bankruptcy
Code for service in the Chapter 11 Cases; and
	 
	 	xi.	 	One or more of the Chapter 11 Cases shall have
been converted to a case under chapter 7 of the Bankruptcy Code or
otherwise dismissed.





          A Tronox Termination Event and an Agreement Termination Event shall each be a “Termination
Event”.




     8. Miscellaneous Terms.



          (a) Binding Obligation; Assignment.




          Binding Obligation. Subject to the provisions of sections 1125 and 1126 of the Bankruptcy
Code, this Agreement is a legally valid and binding obligation of the Parties, enforceable in
accordance with its terms, and shall inure to the benefit of the Parties and their representatives
and the Replacement Lender Parties. The Replacement Lender Parties shall be intended third party
beneficiaries under this Agreement and shall be entitled to enforce the provisions hereof. Nothing
in this Agreement, express or implied, shall give to any entity, other than the Parties, the
Replacement Lender Parties and their respective members, officers, directors, agents, financial
advisors, attorneys, employees, partners, Affiliates, successors, assigns, heirs, executors,
administrators and representatives, any benefit or any legal or equitable right, remedy or claim
under this Agreement. Notwithstanding the foregoing, or anything to the contrary in this
Agreement, this Agreement shall be binding on the United States only insofar as set forth under the
section “Scope of United States Obligations under Plan Support Agreement and Term Sheet” in the
Term Sheet.




          Assignment. No rights or obligations of any Party under this Agreement may be assigned or
transferred to any other entity except as provided in Section 3(c) hereof.




          (b) Further Assurances.




          The Parties agree to execute and deliver such other instruments and perform such acts, in
addition to the matters herein specified, as may be reasonably appropriate or necessary, from time
to time, to effectuate the agreements and understandings of the Parties, whether the same occurs
before or after the date of this Agreement.





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          (c) Headings.




          The headings of all sections of this Agreement are inserted solely for the convenience of
reference and are not a part of and are not intended to govern, limit or aid in the construction or
interpretation of any term or provision hereof.




          (d) Governing Law.




          THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO
THE CHOICE OF LAWS PRINCIPLES THEREOF. By its execution and delivery of this Agreement, each of
the Parties hereto hereby irrevocably and unconditionally agrees for itself that any legal action,
suit or proceeding with respect to any matter under or arising out of or in connection with this
Agreement or for recognition or enforcement of any judgment rendered in any such action, suit or
proceeding, shall be brought exclusively in the Bankruptcy Court. By execution and delivery of this
Agreement, each of the Parties hereto hereby irrevocably accepts and submits itself to the
exclusive jurisdiction of each such court, generally and unconditionally, with respect to any such
action, suit or proceeding.




          (e) Specific Performance.




     The Parties hereby acknowledge that the rights of the Parties under this Agreement are unique
and that remedies at law for breach or threatened breach of any provision of this Agreement would
be inadequate and, in recognition of this fact, agree that, in the event of a breach or threatened
breach of the provisions of this Agreement, in addition to any remedies at law, the Parties shall,
without posting any bond, be entitled to obtain equitable relief in the form of specific
performance, a temporary restraining order, a temporary or permanent injunction or any other
equitable remedy which may then be available and the Parties hereby waive any objection to the
imposition of such relief.




          (f) Complete Agreement, Interpretation and Modification.





	 	i.	 	Complete Agreement. This Agreement, the Plan,
the Term Sheet, the Commitment Agreement and the other agreements,
exhibits and other documents referenced herein and therein constitute
the complete agreement between the Parties with respect to the subject
matter hereof and supersede all prior agreements, oral or written,
between or among the Parties with respect thereto.
	 
	 	ii.	 	Interpretation. This Agreement is the product
of negotiation by and among the Parties. Any Party enforcing or
interpreting this Agreement shall interpret it in a neutral manner.
There shall be no presumption concerning whether to interpret this
Agreement for or against any Party by reason of that Party having
drafted this Agreement, or any portion thereof, or caused it or any
portion thereof to be drafted.




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	 	iii.	 	Modification of this Agreement and the Plan.
The Plan and this Agreement (including the Term Sheet) may only be
modified, altered, amended or supplemented, or otherwise deviated from
by waiver, consent or otherwise, by an agreement in writing signed by
(x) Tronox and each other Party hereto, and (y) to the extent any such
modification, alteration, amendment, supplement or deviation is
inconsistent with the terms of the Credit Documents (as defined in the
DIP to Exit Credit Agreement) or adversely affects the interests,
liens, rights, remedies, benefits or other protections of the Lenders
under the Credit Documents or the DIP Orders or the credit risks under
the Credit Documents, the Replacement Administrative Agent and the
requisite Replacement Lenders; provided, however, that with respect to
the Noteholders, the agreement of at least sixty-three percent (63%) of
the aggregate amount of all Relevant Claims of the Noteholders shall be
sufficient to bind all Noteholders; provided, further, however, that
Tronox may make technical and non-material modifications to the Plan
without the consent of the Parties.





          (g) Conditions to Effectiveness.




          This Agreement shall become effective upon the satisfaction of the following conditions
precedent (unless waived by the Parties in their respective sole discretion):





	 	i.	 	Each Party hereto shall have duly executed and
delivered a counterpart to this Agreement to each other Party hereto;
	 
	 	ii.	 	The Bankruptcy Court shall have entered an
order approving the terms of this Agreement and authorizing the Parties
to perform their obligations hereunder; and
	 
	 	iii.	 	Counsel to the Noteholders shall confirm in
writing that the Noteholders hold Claims that collectively represent at
least sixty-three percent (63%) in aggregate outstanding principal
amount of the Notes as of the date this Agreement becomes effective.
	 
	 	iv.	 	Upon execution of this Agreement and at the
specific request of the Parties hereto, the Debtors shall not conduct
the Auction (as that term is defined in the Order (A) Approving Bidding
Procedures and Overbid Protections in Connection with the Sale of
Substantially All of Tronox’s Assets; (B) Approving the Form and Manner
of Notice; (C) Scheduling an Auction and a Sale Hearing; and (D)
Approving Procedures for Determining Cure Amounts, dated September 23,
2009) on December 21, 2009.




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          (h) Execution of this Agreement.




          This Agreement may be executed and delivered (by facsimile or otherwise) in any number of
counterparts, each of which, when executed and delivered, shall be deemed an original, and all of
which together shall constitute the same agreement. Except as expressly provided in this
Agreement, each individual executing this Agreement on behalf of a Party has been duly authorized
and empowered to execute and deliver this Agreement on behalf of said Party.




          (i) Settlement Discussions.




          This Agreement, the Plan and the Term Sheet are part of a proposed settlement of a dispute
between the Parties. Nothing herein shall be deemed an admission of any kind. Pursuant to Federal
Rule of Evidence 408 and any applicable state rules of evidence, this Agreement and all
negotiations relating thereto shall not be admissible into evidence in any proceeding other than a
proceeding to enforce the terms of this Agreement.




          (j) Consideration.




     Tronox and the other Parties hereby acknowledge that no consideration, other than that
specifically described herein and in the Plan and the Term Sheet, shall be due or paid to any
Noteholder for its agreement to vote to accept the Plan in accordance with the terms and conditions
of this Agreement, other than Tronox’s representations, warranties and agreement to use its
commercially reasonable best efforts to obtain approval of the Disclosure Statement and to seek to
confirm and consummate the Plan.




          (k) Notices.




     All notices hereunder shall be deemed given if in writing and delivered, if sent by facsimile,
courier or by registered or certified mail (return receipt requested) to the following addresses
and facsimile numbers (or at such other addresses or facsimile numbers as shall be specified by
like notice):





	 	i.	 	If to Tronox, to:
	 
	 	 	 	Tronox Incorporated
	 	 	 	3301 NW 150th Street
	 	 	 	Oklahoma City, Oklahoma 73134
	 	 	 	Attention: Michael J. Foster, Esq., General Counsel
	 
	 	 	 	with copies (which shall not constitute notice) to:
	 
	 	 	 	Kirkland & Ellis LLP
	 	 	 	601 Lexington Avenue
	 	 	 	New York, New York 10022
	 	 	 	Attention: Jonathan S. Henes, Esq. and Patrick J. Nash, Jr., Esq.




13









 














	 	ii.	 	If to a Noteholder or a transferee thereof:
	 
	 	 	 	to the addresses or facsimile numbers set forth below following such
Noteholder’s signature (or as directed by any transferee thereof)
	 
	 	 	 	with a copy (which shall not constitute notice) to:
	 
	 	 	 	Milbank, Tweed, Hadley & McCloy LLP
	 	 	 	One Chase Manhattan Plaza
	 	 	 	New York, New York 10005
	 	 	 	Attention: Thomas C. Janson
	 
	 	iii.	 	If to the Creditors’ Committee, to:
	 
	 	 	 	Paul, Weiss, Rifkind, Wharton & Garrison LLP


1285 Avenue of the Americas
	 	 	 	New York, New York 10022
	 	 	 	Attention: Brian Hermann, Esq.

	 
	 	iv. 	 	 If to the United States, to:
	 
	 	 	 	United States Attorney’s Office for the Southern District of New York
	 	 	 	86 Chambers Street, 3rd Floor
	 	 	 	New York, New York 10007
	 	 	 	Attention: Matthew L. Schwartz & Tomoko Onozawa, AUSAs




Any notice given by delivery, mail or courier shall be effective when received. Any notice given
by facsimile or email shall be effective upon oral or machine confirmation of transmission.



All notices delivered hereunder shall also be concurrently delivered to the Replacement Facility
Arranger care of Richard A. Levy, Esq., Latham & Watkins LLP, 233 South Wacker Drive, Suite 5800,
Chicago, Illinois 60606.




          (l) Time of the Essence.



 The Parties agree that time is of the essence with respect to each and every term and provision of
this Agreement.




     9. Representatives.



          (a) Representation.




          Each Representative acknowledges that it is the attorney or representative for the owner of
such Claims set forth on its respective signature page (each a “Client”).







14









 








          (b) Support of Plan.




          As long as a Termination Event has not occurred, or has occurred but has been duly waived or
cured in accordance with the terms hereof, each Representative agrees for itself that it shall use
reasonable best efforts to recommend that its Client, or Clients, as the case may be (x) vote in
favor of the plan; and (y) not object to or otherwise commence any proceeding or take any other
action opposing any of the terms of this Agreement, the Disclosure Statement or the Plan.




     10. Substantial
Contribution/Break-Up Fee and Transaction Expenses Reimbursement for Replacement Facility Arranger.



               (a) The Parties hereby agree and acknowledge that Replacement Facility Arranger has made a
“substantial contribution” (within the meaning of Section 503(b)(3)(D) of the Bankruptcy Code) in
the bankruptcy cases of Tronox by, among other things, (x) engaging in legal, business and other
due diligence, negotiation and documentation relating to the DIP to Exit Facility, (y) engaging in
substantial syndication efforts with respect to the DIP to Exit Facility, and (z) executing and
delivering a definitive DIP to Exit Credit Agreement, all of which enabled the Parties to pursue
the Plan as a superior alternative to the sale of all or a substantial portion of Tronox’s assets
pursuant to the previously scheduled auction or otherwise.



               (b) As a result of such substantial contribution and demonstrable value provided by
Replacement Facility Arranger to the Tronox estates and creditors, and in order to induce
Replacement Facility Arranger to execute and deliver the DIP to Exit Credit Agreement by providing
Replacement Facility Arranger with economic protection against the risk of Tronox, notwithstanding
the terms of this Agreement, pursuing a Competing Transaction (as defined below), the Parties
hereby agree that Replacement Facility Arranger shall be entitled, pursuant to Sections 363 and
503(b)(3)(D) of the Bankruptcy Code, to payment of (i) a fee in the amount of $8 million
(representing approximately 1.88% of the principal amount of the DIP to Exit Facility) (the
“Substantial Contribution/Break-Up Fee”), plus (ii) reimbursement for all of its reasonable
costs and expenses incurred in connection with the transactions contemplated by this Agreement and
the DIP to Exit Facility (including without limitation, the reasonable fees and expenses of its
legal counsel, Latham & Watkins LLP, and any other professionals retained by Replacement Facility
Arranger) (collectively, the “Transaction Expenses”), which Substantial
Contribution/Break-Up Fee and Transaction Expenses shall be payable upon the closing of a Competing
Transaction in the event (i) Replacement Facility Arranger is ready, willing and able to consummate
the DIP to Exit Facility in accordance with and subject to the terms and conditions of the DIP to
Exit Credit Agreement on or before December 24, 2009, and Tronox fails to consummate the DIP to
Exit Facility by such date, and (ii) Tronox instead (x) consummates a debtor-in-possession
financing transaction that is not arranged by the Replacement Facility Arranger, (y) extends the
maturity date of the Existing DIP Facility or (z) consummates on or before December 31, 2010, or a
transaction relating to the sale of all or a substantial portion of its assets (including, without
limitation, the sale of its assets and businesses pursuant to Section 363 of the Bankruptcy Code)
or the reorganization of Tronox other than pursuant to the Plan (any such transaction other than
the transaction contemplated by the Plan, a “Competing
Transaction”).



15









 





          (c) In furtherance of Tronox’s payment obligations in respect of the Substantial
Contribution/Break-Up Fee and Transaction Expenses, the Parties agree that Tronox shall file with
the Bankruptcy Court on or before December 20, 2009, and use commercially reasonable efforts to
schedule an expedited hearing thereon on or before December 22, 2009, and all Parties agree to use
commercially reasonable efforts to support, a motion for the entry of an order, in form and
substance reasonably satisfactory to the Replacement Facility
Arranger (“Substantial Contribution/Break-Up Fee Approval Order”), authorizing payment in immediately available funds
to Replacement Facility Arranger of the Substantial Contribution/Break-Up Fee and the Transaction
Expenses in accordance with the terms and conditions of this Section. The Substantial
Contribution/Break-Up Fee Approval Order may be incorporated into the order of the Bankruptcy Court
approving Tronox’s execution, delivery and performance of the Plan Support Agreement. That portion
of the non-refundable work fees previously paid to Replacement Facility Arranger in connection with
the DIP to Exit Facility that has not been used for reimbursement of Transaction Expenses shall be
credited against any Substantial Contribution/Break-Up Fee that is due and payable.




          (d) The provisions of this Section shall be immediately effective upon the execution and
delivery of signed counterparts by each Party hereto, and each non-debtor Party shall be bound by
the provisions of this Section regardless of whether the Bankruptcy Court enters the Substantial
Contribution/Break-Up Fee Approval Order or whether Tronox is bound by the provisions of this
Section or any other provisions of this Agreement prior to the entry of the Substantial
Contribution/Break-Up Fee Approval Order, provided, however, that nothing in this section is
intended to create a payment obligation for any Party other than Tronox.




          (e) This Section is without prejudice to the right of any other Party to assert that it is
entitled to a substantial contribution payment under Section 503(b)(3)(D) of the Bankruptcy Code,
and if any such request is made by any such Party (other than the Replacement Facility Arranger
pursuant to this Section), all Parties other than such requesting Party reserve their rights to
oppose any such request.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





16











 





Attachment 1 to Plan Support Agreement




Plan Term Sheet



 









 





Tronox Incorporated

RESTRUCTURING PROPOSAL



 This term sheet (“Term Sheet”) is annexed as Attachment 1 to the Plan Support Agreement,
dated December 20, 2009 (the “Plan Support Agreement”), among Tronox Incorporated
(“Tronox”) and the other parties thereto, and sets forth the principal terms of a proposed
restructuring (the “Restructuring”) of Tronox and its affiliate debtor subsidiaries
(together with Tronox, the “Debtors”) in their pending chapter 11 bankruptcy cases (the
“Chapter 11 Cases”) in the Bankruptcy Court for the Southern District of New York (the
“Bankruptcy Court”).



 Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms
in the Plan Support Agreement.




	 	 	 
	Overview of the Restructuring:

	 	As described and defined below, and
as set forth in the Plan Support
Agreement, the Debtors will file a
plan of reorganization with the
Bankruptcy Court to implement the
Restructuring, which plan of
reorganization shall reflect the
terms set forth in this Term Sheet
and otherwise be in form and
substance satisfactory to the
Parties and, to the extent the
terms and conditions of the Plan
are inconsistent with the terms of
the Credit Documents (as defined in
the Credit Agreement) or adversely
affect the interests, liens,
rights, remedies, benefits or other
protections of any or all of the
DIP Administrative Agent,
Collateral Agent (as defined in the
Credit Agreement) and Lenders under
the Credit Documents, in form and
substance satisfactory to the DIP
Administrative Agent under the
Credit Agreement (the “DIP Administrative Agent”, and such
plan of reorganization, the
“Plan”).
	 
	 	 
	 

	 	Pursuant to the Plan, the Debtors
will emerge from chapter 11 as a
reorganized business through the
consummation of a transfer, in
accordance with sections 363 and
1123 of the Bankruptcy Code, of
substantially all the assets of the
Debtors and their respective
subsidiaries (other than the Legacy
Assets, as defined below, but
including all cash and cash
equivalents in the Debtors not to
be expended in accordance with this
Term Sheet), free and clear of all
liens, claims and encumbrances,
including Tort Claims and
Environmental Claims (as such terms
are defined below), except as
otherwise specifically provided
herein, to a newly formed Delaware
corporation that will initially be
a wholly-owned direct or indirect
subsidiary of Tronox (“New Tronox”). Through the Rights
Offering (as defined in the
Commitment Agreement) and
distribution under the Plan to
holders of allowed unsecured claims
against the Debtors, New Tronox
will, following the Effective Date,
be owned by the unsecured creditors
of the Debtors and the Backstop
Parties (as defined below).
	 
	 	 
	 

	 	Pursuant to the Plan and the order
confirming the Plan, New Tronox
shall not be deemed to be a legal
successor, alter ego or
continuation of, or have merged
with, the Debtors, Kerr-McGee
Corporation, Anadarko Petroleum
Corporation and their respective
affiliates, subsidiaries and
predecessors, and shall not have
any liability whatsoever based on
any theory of successor or
vicarious liability of any kind or
character, or based upon any theory
or legal principle under or
relating to antitrust,
environmental, tort, successor or
transferee liability law, except as
set forth herein.






 









 






	 	 	 
	Replacement DIP Financing:
	 	 
	 
	Entry into Replacement DIP 

Facility

	 	Pursuant to the terms of the Senior
Secured Super-Priority
Debtor-In-Possession and Exit
Credit and Guaranty Agreement with
Goldman Sachs Lending Partners LLC,
as administrative agent and
collateral agent, attached as
Exhibit A hereto (the “Credit Agreement”), certain lenders party
thereto have agreed, on the terms
and subject to the conditions set
forth in the Credit Agreement, to
provide replacement
debtor-in-possession financing to
the Debtors (the “Replacement DIP Facility”). In accordance with the
terms of the Credit Agreement, the
Debtors shall file a motion seeking
approval of the Debtors’ entry into
the Replacement DIP Facility, the
Plan Support Agreement and the
Commitment Agreement and seek entry
of an interim order (the “Financing Order”), substantially in the form
attached as Exhibit B hereto,
approving the Debtors’ entry into
the Replacement DIP Facility, the
Plan Support Agreement and the
Commitment Agreement.
	 
	 	 
	Repayment
of 
Existing DIP 

Facility and 
Prepetition Facility

	 	Upon the closing of the Replacement DIP Facility, the Debtors shall use
the proceeds of the Replacement DIP
Facility and cash on hand to
promptly pay in full in cash: (i)
all DIP Obligations (as defined in
the Final DIP Order, dated February
6, 2009 [Dkt No. 151]), except as
provided herein, owed to Credit
Suisse, as administrative agent,
JPMorgan Chase Bank, N.A., as
collateral agent, and each lender
in connection with that certain
debtor-in-possession financing
facility dated January 13, 2009 by
and among Tronox and Worldwide LLC,
as Borrowers, Credit Suisse
Securities (USA) LLC as Sole Lead
Arranger and Sole Bookrunner,
Credit Suisse, as Administrative
Agent, and JPMorgan Chase Bank,
N.A., as Collateral Agent (the
“Existing DIP Facility”); and (ii)
all Prepetition Debt (as defined in
the Final DIP Order), except as
provided herein, owed to Credit
Suisse, as administrative agent,
and each lender under that certain
secured credit facility dated
November 28, 2006 by and among
Tronox and Worldwide, as Borrowers,
Lehman Brothers Inc. and Credit
Suisse Securities (USA) LLC, as
Joint Lead Arrangers and
Bookrunners, ABN Amro, as
Syndication Agent, JPMorgan Chase
Bank, N.A. and Citicorp USA, Inc.,
as co-documentation agents, and
Lehman Commercial Paper Inc., as
Administrative Agent (the
“Prepetition Facility”). Such
payments shall be without prejudice
to the civil action captioned
Official Committee of Unsecured
Creditors of Tronox Incorporated et
al., on behalf of Estates of Tronox
Incorporated et al. v. Credit
Suisse et al. (Case No. 09-01388)
(the “Lender Litigation”) and
without prejudice to the Creditors’
Committee’s right to seek
disgorgement of such
payment.1 DIP
Obligations and Prepetition Debt,
as defined in the Final DIP Order,
include the principal amount of the
loans outstanding under the
facilities, unpaid fees and
expenses (including advisors’ fees)
incurred by the agent or any
lender, and all accrued but unpaid
interest as calculated under the
facilities.
	 
	 	 
	 

	 	Notwithstanding the repayment of
the Existing DIP Facility and the
Prepetition








 




			
	1	 	In connection with the payment of the DIP
Obligations and the Prepetition Debt, the Debtors, the Creditors’ Committee and
the lenders under the Existing DIP Facility and the Prepetition Facility have
reached an agreement to resolve the Lender Litigation. The parties will be
filing a motion under Bankruptcy Rule 9019 seeking approval of a settlement of
the Lender Litigation that includes, among other things, a release of claims
against the lenders under the Existing DIP Facility and the Prepetition
Facility. The Debtors and the Creditors’ Committee agree not to sue the
holders of the 9.5% senior unsecured notes issued under the Indenture, dated
November 28, 2005, between Tronox Worldwide LLC, as issuer, and Citibank N.A.,
as indenture trustee, from all liabilities related to the issuance of such
notes.




2









 








	 	 	 
	 

	 	Facility, until the
Effective Date: (a) indemnities
under the Existing DIP Facility and
the Prepetition Facility shall
continue in full force and effect
and any such claims shall
constitute superpriority
administrative expenses junior to
the superpriority administrative
expenses granted in respect of the
Replacement DIP Facility; and (b)
any cash used to cash collateralize
any DIP Letter of Credit or the
Existing Letter of Credit (as
defined in the Final DIP Order)
shall be deposited in a separate
collateral account (which account
or accounts shall be subject to a
perfected, unavoidable first
priority lien senior to all other
liens and not subject to any other
liens including the liens securing
the Replacement DIP Facility,
provided, that the liens securing
the Replacement DIP Facility shall
extend to the Debtors’ rights with
respect to such cash
collateralization arrangement and
the payoff letters relating to the
repayment of the Existing DIP
Facility and Prepetition Facility
shall provide that as and when any
DIP Letter of Credit or Existing
Letter of Credit (as such terms are
defined in the Credit Agreement)
terminates or expires, the
administrative agent or collateral
agent under the Existing DIP
Facility and Prepetition Facility
shall promptly return to the
Debtors that portion of the cash
collateral equal to 105% of the
undrawn amount, if any, of such DIP
Letter of Credit or Existing Letter
of Credit) and shall not be
available to be used by the
Debtors, any Chapter 7 trustee, any
estate representative or any other
successor or assign of the Debtors
or their estates so long as any
such DIP Letter of Credit or
Existing Letter of Credit is
outstanding.
	 
	 	 
	 

	 	Tronox and its subsidiaries shall
not enter into any agreement with
respect to debtor-in-possession
financing for the Debtors (other
than the Replacement DIP Financing)
without the approval of the
Backstop Parties.
	 
	 	 
	Termination of Existing Sale
Agreement and Cancellation of
Auction

	 	The Parties (other than Tronox)
require, as a condition of their
willingness to support the
Restructuring, that the Debtors not
pursue further the sale of
substantially all of their
operating assets. Accordingly,
upon execution of the Plan Support
Agreement and at the specific
request of the Parties (other than
Tronox) thereto, the Debtors shall
not conduct the Auction (as that
term is defined in the Order (A)
Approving Bidding Procedures and
Overbid Protections in Connection
with the Sale of Substantially All
of Tronox’s Assets; (B) Approving
the Form and Manner of Notice; (C)
Scheduling an Auction and a Sale
Hearing; and (D) Approving
Procedures for Determining Cure
Amounts, dated September 23, 2009)
on December 21, 2009. In addition,
upon the closing of the Replacement
DIP Facility, the Debtors shall
terminate the Asset and Equity
Purchase Agreement between Tronox
Incorporated and certain of its
affiliates, on the one hand, and
Huntsman Pigments LLC, Huntsman
Australia R&D Company Pty Ltd and
Huntsman Corporation, on the other
hand, dated as of August 28, 2009
(the “Existing Sale Agreement”),
pursuant to Section 8(a)(vi) of the
Existing Sale Agreement, and shall
pay the break-up fee and
reimbursable expenses to Huntsman
Corporation in accordance with the
terms of the Existing Sale
Agreement. None of the parties to
the Plan Support Agreement or the
Commitment Agreement, their
affiliates, or their or their
affiliates’ officers, directors,
agents, partners, shareholders,
members, advisors or other
representatives shall incur any
liability, directly or indirectly,
to any person, including Huntsman
Pigments LLC, Huntsman Australia
R&D Company Pty Ltd, Huntsman
Corporation or any of their
affiliates, as a result of the
negotiation or execution of this
Term Sheet, the Plan Support
Agreement, the Commitment Agreement
or the transactions contemplated
hereby and thereby or the
consummation of such transactions.






3









 






	 	 	 
	Implementation of the Restructuring:

	 	The Restructuring shall be effected
pursuant to the Plan and the
definitive documentation for the
Restructuring, including, the
purchase and sale agreement
relating to the transfer of the
Assets to New Tronox, if any, the
documentation for the Rights
Offering, the Registration Rights
Agreement (as defined in the
Commitment Agreement), the
Environmental Settlement Documents
(as defined below) and such other
documentation as is necessary or
desirable in connection with the
Restructuring (collectively, the
“Definitive Restructuring Documentation”). Prior to filing
the Plan, the Parties shall
mutually agree upon the Definitive
Restructuring Documentation, which
shall reflect the terms and
conditions set forth herein and
such other terms and conditions as
shall be acceptable to the Parties
(and, to the extent the terms and
conditions are inconsistent with
the terms of the Credit Documents
or adversely affect the interests,
liens, rights, remedies, benefits
or other protections of any or all
of the DIP Administrative Agent,
Collateral Agent and the Lenders
under the Credit Documents, the DIP
Administrative Agent).
	 
	 	 
	 

	 	The Definitive Restructuring
Documentation will include, among
other things, various Environmental
Settlement Documents concerning the
resolution of Environmental Claims
that shall be submitted for the
approval of officials authorized on
behalf of the Governmental
Environmental Entities (as defined
below) that have, or have asserted,
Environmental Claims. The
Environmental Settlement Documents
shall then be submitted to the
Bankruptcy Court for approval,
after public notice and an
opportunity for public comment if
and to the extent required under
applicable environmental law.

	 
	 

	 	
The Debtors shall continuously
consult with the legal and
financial advisors of the other
Parties, and shall not undertake
any material action with respect to
the Restructuring or otherwise
without first consulting with such
advisors.
	 
	 	 
	New
Tronox; 
Transfer of Assets:

	 	On the Effective Date, the Debtors
and their subsidiaries shall
transfer, pursuant to sections 363,
1123 and any other applicable
provision of the Bankruptcy Code,
to New Tronox all assets of Tronox
and its subsidiaries other than the
Legacy Assets (the “Assets”), which
Assets shall include (a) the real
estate and facilities owned and
operated by the Debtors in
Hamilton, MS, and Oklahoma City,
OK, (b) subject to the terms set
forth below in the section entitled
“Henderson, Nevada Plant”, the
leased facilities operated by the
Debtors in Henderson, NV, (c) the
wholly-owned Las Vegas area land,
(d) the Debtors’ ownership
interests in Basic Management, Inc.
and The Landwell Company, LP., (e)
the interests in the Tiwest Joint
Venture, and (f) the real estate
and facilities owned and operated
by Tronox in Botlek, the
Netherlands. Notwithstanding
anything to the contrary herein
(other than the section entitled
“Henderson, Nevada Plant”), New
Tronox may be subject to
liabilities under applicable laws
to the Governmental Environmental
Entities as the owner or operator
of the Assets after the Effective
Date, and the Confirmation Order
shall explicitly so provide.
	 
	 	 
	 

	 	“Legacy Assets” means those assets
that are or may be subject to Tort
Claims or Environmental Claims
(other than any Assets), all Owned
Sites (as defined below) and any
such other assets as the Backstop
Parties may determine, and shall
include the Savannah, GA, Soda
Springs, ID, Mobile, AL sites and
the ownership interest of the
Henderson, NV land and facility;
provided, however, that the Debtors
may, at their expense and in
accordance with applicable health
and safety requirements and under
the supervision of the United
States and the






4









 






	 	 	 
	 

	 	relevant State,
remove certain equipment and other
assets related to the operations
from each of those sites and
transfer such equipment and assets
to alternate locations to be
determined by New Tronox.
	 
	 	 
	Funding of New Tronox:
	 	 
	 
	 	 
	Exit Credit Facility

	 	On the Effective Date, the
outstanding Replacement DIP
Facility will convert into a senior
secured and superpriority two
tranche term facility (the “Exit
Facility”) in accordance with the
terms of the Credit Agreement. As
provided in, and subject to the
provisions of, the Credit Agreement
(including the repayment of the
second tranche of the Exit
Facility), Tronox shall have a
right to obtain an asset-based loan
facility in lieu of the second
tranche of the Exit Facility. Such
asset-based loan facility shall be
acceptable to the Backstop Parties
and the Creditors’ Committee in all
respects, and Tronox shall consult
with the Backstop Parties’ legal
and financial advisors throughout
the process of obtaining such
facility.
	 
	 	 
	New Money Investment

	 	Pursuant to the terms of the Equity
Commitment Agreement attached
hereto as Exhibit C (the
“Commitment Agreement”), the
purchasers party to the Commitment
Agreement (the “Backstop Parties”)
have agreed, on the terms and
subject to the conditions set forth
in the Commitment Agreement, to
purchase shares of New Tronox
common stock (the “New Tronox Common Stock”) not otherwise
purchased by Eligible Holders (as
defined below) in the Rights
Offering.
	 
	 	 
	 

	 	The shares of New Tronox Common
Stock purchased pursuant to the
Commitment Agreement and the
exercise of rights to purchase New
Tronox Common Stock pursuant to the
Rights Offering, together with the
shares of New Tronox Common Stock
to be issued is payment of the
commitment fee as set forth below
in the section entitled “Rights
Offering: Commitment Fee”, shall
represent, in the aggregate, 70% of
the shares of New Tronox Common
Stock to be outstanding on the
Effective Date, on a fully-diluted
basis, and shall be subject to
dilution for shares of New Tronox
Common Stock issued upon the
exercise of options issued after
the Effective Date under the
management incentive plan described
below.
	 
	 	 
	Use of Proceeds

	 	The proceeds from the Exit Facility
and the purchase of New Tronox
Common Stock pursuant to the Rights
Offering and the Commitment
Agreement shall be used by New
Tronox to: (i) fund the Custodial
Trusts and Anadarko Litigation
Trust (as defined below); (ii)
provide working capital to New
Tronox after the Effective Date;
and (iii) pay to the Debtors, in
the form of a dividend to Tronox or
as consideration for the assets to
be transferred to New Tronox, cash
sufficient for the Debtors to make
distributions to creditors under
the Plan in accordance with this
Term Sheet.






5









 






	 	 	 
	Rights Offering:
	 	 
	 
	 	 
	Right to Subscribe

	 	All Eligible Holders (as defined
below) will have a right to
participate in the Rights Offering
on a pro rata basis based on their
respective allowed claims with
respect to the Debtors (subject to
rounding and minimum investment
requirements). The aggregate
purchase price for the shares of
New Tronox Common Stock issuable
upon exercise of the Rights shall
be $105 million. The Rights will
only be transferable in connection
with a transfer of the claim
against the Debtors to which such
Rights related.
	 
	 	 
	 

	 	“Eligible Holder” means any person
or entity who is (i) a holder of an
allowed unsecured claim against the
Debtors (other than Environmental
Claims or Tort Claims) in excess of
$25,000 on a record date to be
determined, and (ii) an
institutional “accredited
investor”, as such term is defined
in Rule 501(a) under the Securities
Act of 1933, as amended.
	 
	 	 
	Backstop

	 	On the terms and subject to the
conditions set forth in the
Commitment Agreement, the Backstop
Parties have agreed to provide a
standby commitment to purchase
shares of New Tronox Common Stock
offered in the Rights Offering, but
not otherwise subscribed for by the
Eligible Holders.
	 
	 	 
	Commitment Fee

	 	In consideration for the backstop
commitment set forth above, the
Backstop Parties will receive a fee
equal to 4.0% of their respective
committed amount, payable in the
form of additional shares of New
Tronox Common Stock or cash, as set
forth in the Commitment Agreement.
	 
	 	 
	Treatment of Claims against the
Debtors:

	 	The Plan shall provide for the
following treatment of claims filed
against the Debtors in the Chapter
11 Cases and such other terms not
inconsistent with this Term Sheet,
as shall be acceptable to the
Parties and, to the extent such
terms are inconsistent with the
terms of the Credit Documents or
adversely affect the interests,
liens, rights, remedies, benefits
or other protections of any or all
of the DIP Administrative Agent,
Collateral Agent and the Lenders
under the Credit Documents, the DIP
Administrative Agent.
	 
	 	 
	Replacement DIP Facility Claims

	 	On the Effective Date, the
Replacement DIP Facility shall
convert into the Exit Facility and
the lenders under the Replacement
DIP Facility will become lenders
thereunder in accordance with the
terms of the Credit Agreement. All
claims held by lenders on account
of the Replacement DIP Facility
will be assumed by New Tronox on
the Effective Date in accordance
with the terms of the Credit
Agreement.






6









 






	 	 	 
	Administrative Claims

	 	Each holder of an allowed
administrative claim (collectively,
the “Administrative Claims”) will
receive payment in full in cash of
the unpaid portion of its
Administrative Claim on the
Effective Date or as soon
thereafter as practicable;
provided, however, that any
Environmental Claims asserted by
federal, state, local, or tribal
governmental units asserting claims
or having regulatory authority or
responsibilities with respect to
environmental laws (the
“Governmental Environmental Entities”) as Administrative Claims
with respect to the owned sites set
forth on Exhibit D (the “Owned Sites”) will not be paid in full in
cash, but instead shall be
addressed through the Custodial
Trust Settlement Agreements (as
defined below), and with respect to
all non-owned sites set forth on
Exhibit E (the “Other Sites”) will
not be paid in full in cash, but
instead shall be addressed through
the Environmental Settlement
Agreements, and all other
Environmental Claims asserted by
any Governmental Environmental
Entity as Administrative Claims
shall be resolved under the Plan as
set forth herein, without the
payment of any consideration other
than as specifically set forth
herein in the section entitled
“Governmental Environmental
Claims”.
	 
	 	 
	Priority Tax and Other Claims

	 	Allowed priority claims (the
“Priority Claims”) will be paid in
full in cash on the Effective Date,
or as soon thereafter as
practicable.
	 
	 	 
	Other Secured Claims

	 	All other secured claims shall be
paid in full on the Effective Date
(or, if payment is not then due,
shall be paid in accordance with
its terms) or pursuant to such
other terms as may be agreed to by
the holder of such other secured
claim, the Backstop Parties, the
Creditor’s Committee and the
Debtors; provided, that the
Environmental L/Cs (as defined
below) shall be transferred to the
Custodial Trusts and all other
letters of credit that remain
outstanding shall roll over on the
Effective Date in accordance with
the terms of the Credit Agreement.
	 
	 	 
	Intercompany Claims

	 	On the Effective Date, all claims
held by a Debtor or its
subsidiaries against another Debtor
or its subsidiaries (“Intercompany Claims”) shall be cancelled;
provided, that Intercompany Claims,
including Intercompany Claims held
by, or against, Tronox Pigments
International GmbH and Tronox
Pigments GmbH and a Debtor or
subsidiary, may be reinstated or
transferred to New Tronox, as the
case may be, at New Tronox’s
option.
	 
	 	 
	Tort Claims

	 	This section relates to the
following categories of timely
filed non-governmental proofs of
claim against the Debtors (and also
to certain future non-governmental
claims against the Debtors as set
forth at the end of this section),
whether known or unknown, whether
by contract, tort or statute,
whether existing or hereinafter
arising, and including all such
claims relating to the Owned Sites,
the Other Sites, the Legacy Assets,
the Assets or any product to the
extent manufactured by, or any
other property that was owned,
operated or used for disposal by,
the Debtors prior to the Effective
Date and not by New Tronox, as
follows: (a) personal injury,
wrongful death claims and property
damage, remediation, and
restoration claims, whether by
contract, tort or statute, related
to creosote, benzene or other
chemical exposure or release,
environmental contamination or
related matters (collectively
“Non-Asbestos Toxic Exposure
Claims”); (b) claims relating to
asbestos exposure or release and
all other non-governmental claims
related to asbestos exposure (the
“Asbestos Claims”); and (c) 50% of
all allowed non-governmental breach
of contract, indemnification,
contribution, reimbursement or cost
recovery claims (including third
party claims for contribution or
direct costs under the
Comprehensive Environmental
Response,






7









 






	 	 	 
	 

	 	Compensation, and
Liability Act (“CERCLA”) or state
CERCLA equivalents) (such allowed
breach of contract,
indemnification, contribution,
reimbursement, or cost recovery
claims are collectively referred to
as “non-governmental CERCLA
Claims”). The claims set forth in
these sub-paragraphs (a), (b), and
(c) are collectively referred to
herein as the “Tort Claims”.
	 
	 	 
	 

	 	All Tort Claims shall be satisfied
exclusively from the following
sources: (i) the Litigation
Proceeds payable from the Anadarko
Litigation to the holders of Tort
Claims (see the Anadarko Litigation
Trust as set forth below); (ii) the
payment in cash of $7 million on
the Effective Date (which, for the
avoidance of doubt, is separate
from and in addition to the $115
million Funded Environmental Amount
(as defined below); and, (iii) all
net proceeds from any insurance
policies providing any coverage for
the benefit of any holders of Tort
Claims.
	 
	 	 
	 

	 	The funds generated from these
sub-paragraphs (i), (ii), and (iii)
shall be paid into a Tort Claims
Trust; after payment of
administrative expenses, all
remaining funds in the Tort Claims
Trust (the “Distributable Amount”)
shall be paid to the holders of
Tort Claims as follows: (a) the
holders of non-governmental CERCLA
Claims shall collectively receive
12.5% of the Distributable Amount
if the total collective valuation
of the said non-governmental CERCLA
Claims is equal to or greater than
$100 million; if the total
collective valuation of said
non-governmental CERCLA Claims is
less than $100 million then the
12.5% shall be proportionally
reduced (for example, if the total
collective valuation of the said
non-governmental CERCLA Claims is
$50 million, then the
non-governmental CERCLA Claims
shall receive 50% of 12.5%, or
6.25%, of the Distributable
Amount); (b) 6.25% of the
Distributable Amount shall be set
aside for distributions to holders
of Asbestos Claims and to be used
to resolve claims of Future Tort
Claimants (as defined below) or
protect New Tronox from such
claims, if any, the proper
mechanism (acceptable to the
Parties and the DIP Administrative
Agent) for such resolution or such
protection to be determined prior
to the confirmation of the Plan;
and (c) the holders of all other
Tort Claims, namely the holders of
Non-Asbestos Toxic Exposure Claims,
shall receive the balance of the
Distributable Amount. The timing
and allocation of payment to the
holders of non-governmental CERCLA
Claims, to the Future Tort
Claimants, to the holders of
Asbestos Claims, and to the holders
of Non-Asbestos Toxic Exposure
Claims shall be pursuant to the
terms of a Tort Claims Trust
Distribution Agreement(s) to be
prepared for the administration of
all funds in the Tort Claims Trust.
All Tort Claims shall be channeled
to the Tort Claims Trust. New
Tronox shall not be required to pay
any fee or expense for the
operation or administration of any
trust or other arrangement
established with respect to the
determination, satisfaction, or
resolution of any issues related to
the Tort Claims (which fees and
expenses shall be covered by the
payments made to the Tort Claims
Trust).






8









 






	 	 	 
	 

	 	The Plan and Confirmation Order
will specifically provide that the
reorganized business and Assets are
transferred to New Tronox pursuant
to sections 363, 1123 and any other
applicable provisions of the
Bankruptcy Code, free and clear of
any successor liability claims with
respect to any claims or
liabilities of any of the Debtors,
except as specifically retained. A
“Future Tort Claimant” is an entity
that establishes that it holds a
Tort Claim that did not arise prior
to the Effective Date or was not
discharged under the Plan. The
Debtors shall use commercially
reasonably efforts to obtain an
insurance policy for New Tronox
against claims of Future Tort
Claimants satisfactory to the
Parties and the DIP Administrative
Agent.
	 
	 	 
	Governmental Environmental 

Claims

	 	All civil claims against, and other
civil responsibilities, obligations
or liabilities of, the Debtors
relating to or arising under any
environmental law, including,
without limitation, restoration and
remediation of environmental issues
asserted by any Governmental
Environmental Entity (collectively,
the “Environmental Claims”), will
be treated as set forth below in
the section entitled “Additional
Information about the Environmental
Settlements” through the Custodial
Trusts, the Custodial Trust
Settlement Agreements and the
Environmental Settlement Agreements
or, to the extent not so treated,
shall be discharged under the Plan
to the maximum extent provided
under sections 363, 1123 or other
applicable provisions of the
Bankruptcy Code, and New Tronox
shall not be subject to any
Environmental Claims to the maximum
extent provided under sections 363,
1123 or other applicable provisions
of the Bankruptcy Code.
Notwithstanding anything to the
contrary in this Term Sheet,
nothing in the Plan or Confirmation
Order shall release, nullify, or
preclude any liability of New
Tronox as the owner or operator of
a property of New Tronox with
respect to any properties owned or
operated after the Effective Date
(other than with respect to
Henderson, NV as set forth in the
section entitled “Henderson, Nevada
Plant”), and the Confirmation Order
shall explicitly so provide.
	 
	 	 
	 

	 	The Debtors will transfer to the
Custodial Trusts and the Anadarko
Litigation Trust, in the aggregate,
(i) all rights to prosecute and
recover the proceeds from the
pending litigation with Anadarko
Petroleum Corporation, Kerr-McGee
Corporation and their respective
past or present parents,
subsidiaries, affiliates,
predecessors, successors,
directors, officers or
representatives (other than New
Tronox and its subsidiaries,
controlled affiliates, directors,
officers or representatives),
including all such claims that have
been, could have been or could be
asserted in the civil action Tronox
Worldwide LLC & Tronox LLC v.
Anadarko Petroleum Corporation et
al. (Case No. 09-01198) (the
“Anadarko Litigation”), (ii) $115
million in cash (the “Funded
Environmental Amount”), (iii)
certain Letters of Credit and
surety bonds issued pursuant to the
Prepetition Facility or their cash
equivalent, at the beneficiary’s
election (the “Environmental
L/Cs”), as set forth on Exhibit F
hereto; and (iv) to the extent
applicable, available insurance
policies and other rights to
reimbursement or contribution for
response actions (whether
contractual or otherwise) held by
the Debtors as of the date hereof.
The Debtors and New Tronox shall
use their reasonable best efforts
to secure the consent of third
parties, if necessary, to the
transfer of any such insurance
policies or rights to reimbursement
or contribution. For the avoidance
of doubt, the Funded Environmental
Amount shall not change, including
based on any changes in the funding
raised by New Tronox, cash balances
of New Tronox and its subsidiaries
as of the Effective Date, allowed
claims, or fees and expenses
incurred prior to the Effective
Date.






9









 






	 	 	 
	Pension Claims

	 	All pension obligations of the
Debtors prior to the Effective Date
shall be assumed by New Tronox,
including the Tronox Incorporated
Retirement Plan.
	 
	 	 
	Unsecured Claims

	 	On the Effective Date, the holders
of allowed unsecured claims against
the Debtors (which do not include
Environmental Claims or Tort
Claims, but which shall include 50%
of all allowed non-governmental
CERCLA Claims) will be distributed
the shares of New Tronox Common
Stock held by Tronox (representing
in the aggregate 30% of the shares
of New Tronox Common Stock to be
outstanding on the Effective Date,
subject to dilution on account of
any management incentive stock or
stock option plan). The New Tronox
Common Stock shall be distributed
to such unsecured creditors on a
pro rata basis based on their
respective allowed claims with
respect to the Debtors.
	 
	 	 
	 

	 	A “convenience class” consisting of
allowed claims below $25,000 shall
be created, which shall entitle
holders of such allowed claims to
elect to receive payment in cash on
the Effective Date on account of
and in full satisfaction of their
claims in an amount equal to a
percentage of their allowed claims
acceptable to the Backstop Parties
and the Creditors’ Committee, to be
funded by the Backstop Parties
through the purchase of the shares
of New Tronox Common Stock to which
the electing holders belonging to
the convenience class would
otherwise be entitled, in lieu of
receiving a distribution of New
Tronox Common Stock.
	 
	 	 
	 

	 	For the avoidance of doubt,
unsecured claims with respect to
the Debtors filed by the United
States or any other Governmental
Environmental Entity, other than
allowed claims under, or which
relate to, any environmental law,
shall be treated as unsecured
claims subject to the treatment set
forth in this paragraph. In
consideration thereof, all
unsecured claims against the
Debtors shall be discharged and New
Tronox and its subsidiaries and
controlled affiliates shall have no
responsibility, obligation or
liability with respect thereto.
	 
	 	 
	Equity Interests 

in Tronox

	 	No recovery.2
	 
	 	 
	Ongoing Remediation:

	 	Until the Effective Date, the
Debtors shall continue performing
ongoing environmental monitoring
and response work with respect to
the Owned Sites and the Other Sites
consistent with current
post-petition practice (it being
understood that the Debtors remain
responsible for any obligations
associated with any emergencies or
extraordinary events occurring
after the date hereof and prior to
the Effective Date).
	 
	Settlement and Releases:

	 	Except with respect to
Environmental Claims, which shall
be treated as set forth herein, all
distributions to be made pursuant
to the Restructuring will be in
full satisfaction of, and represent
a settlement of, all disputes and
claims, including but not limited
to satisfaction of all lender
intercreditor agreements and
interests of and between the
parties receiving such
distributions, including, without
limitation, any litigation claims,
whether known or unknown, arising
between or among such parties.
Releases provided to officers and
directors shall not include








 




			
	2	 	Notwithstanding anything in the Term Sheet,
the Parties agree that they will meet with the Equity Committee to discuss
potential recovery to the existing equity holders. The Debtors and any other
Party may discuss proposals with respect to, and engage in negotiations
regarding, such recovery with the Equity Committee and the other Parties;
provided, however, that the consent of all Parties shall be required before any
such recovery is provided for under a plan.




10









 










	 	 	 
	 

	 	any
individual contractual obligations
they may owe to the Debtors.
	 
	 	 
	 

	 	The Plan will contain customary
releases, indemnifications, and
exculpations for, among others, all
current and former officers,
directors, employees, advisors,
attorneys, professionals,
accountants, investment bankers,
consultants, agents, and other
representatives (including their
respective officers, directors,
employees, members, and
professionals) of the Debtors, the
Creditors’ Committee and its
members, the members of the
Committee (as defined in the
Commitment Agreement) and any other
Backstop Party, the agents,
arrangers and lenders under the
Existing DIP Facility, the agents,
arrangers and lenders under the
Prepetition Facility, the agents
and lenders under the Credit
Agreement and their respective
advisors, attorneys, accountants
and other representatives from any
claims and causes of action arising
on or prior to the Effective Date,
except for criminal liability,
willful misconduct and bad faith,
and ultra vires acts asserted by
any governmental agency, or as
otherwise set forth in the Plan.
	 
	 	 
	 

	 	Nothing in the Plan, the Custodial
Trust Agreements, or the
Environmental Agreements shall in
any way release any claim against,
or liability of, Kerr-McGee
Corporation, Anadarko Petroleum
Corporation, the defendants under
the Lender Litigation, or their
officers, directors, employees,
advisors, attorneys, professionals,
accountants, investment bankers,
consultants, agents, and other
representatives (including their
respective officers, directors,
employees, members, and
professionals), whether such claims
or liabilities be direct or
indirect, fixed or contingent,
including, but not limited to, the
claims asserted in the Anadarko
Litigation. For the avoidance of
doubt, nothing shall in any way
release any individuals who were
former directors or officers of the
Debtors or their subsidiaries and
also were or currently are
directors or officers of Kerr-McGee
Corporation and/or Anadarko
Petroleum Corporation, unless such
individuals were directors or
officers of the Debtors or their
subsidiaries as of April 1, 2006.
All releases, indemnifications and
exculpations for certain parties
shall be conditioned upon
cooperation with the Litigation
Trustee (as defined below).
	 
	 	 
	 

	 	Notwithstanding any other provision
in the Plan, the Custodial Trust
Agreements, or the Environmental
Settlement Agreements, no party or
claimant is releasing any claim or
liability related to, underlying,
or that is the subject of the
Anadarko Litigation and such
parties and claimants expressly
agree that their sole basis of
recovery against the Debtors or New
Tronox with respect to these claims
or liabilities shall be limited to
the recoveries set forth in the
Plan, Custodial Trust Agreements,
and/or Environmental Settlement
Agreements.






11









 






	 	 	 
	Additional Information about the 

Environmental Settlements
	 	 
	 
	 	 
	Anadarko Litigation Trust

	 	On the Effective Date, the Debtors
will establish a trust (the
“Anadarko Litigation Trust”) to
hold its rights to the Anadarko
Litigation. The United States and
the Debtors, in consultation with
certain representatives of holders
of Tort Claims and certain other
Governmental Environmental
Entities, shall jointly appoint a
trustee to administer the Anadarko
Litigation Trust, with the United
States having the right to approve
any such trustee (the “Litigation Trustee”). The Anadarko Litigation
Trust will be funded on the
Effective Date by a portion (which,
for the avoidance of doubt, can be
$0) of the aggregate $115 million
of cash representing the Funded
Environmental Amount, in an amount
to be determined by the United
States. The agreement governing
the Anadarko Litigation Trust shall
provide that New Tronox shall have
no responsibility, obligation or
liability with respect to the
Anadarko Litigation, other than to
retain or transfer to the
Litigation Trustee all books,
records and documents relevant to
the Anadarko Litigation and to
cooperate fully with the Litigation
Trustee.
	 
	 	 
	 

	 	Fees, costs and expenses incurred
in connection with the
administration of the Anadarko
Litigation Trust and the
prosecution of the Anadarko
Litigation after the Effective
Date, including, without
limitation, fees and expenses
incurred by professionals retained
by the Litigation Trustee, shall be
borne by the Anadarko Litigation
Trust and New Tronox shall have no
responsibility, obligation or
liability with respect thereto.
Professional fees and expenses may
be paid in accordance with the
terms of a special fee arrangement
with the Anadarko Litigation Trust,
which the United States shall have
the sole right to approve in
consultation with certain other
Governmental Environmental Entities
and certain representatives of
holders of Tort Claims, which shall
in no event be required to fund the
Anadarko Litigation Trust. Without
limiting the foregoing, the United
States and certain representatives
of the holders of Tort Claims shall
discuss in good faith certain
non-economic aspects of the
Anadarko Litigation Trust,
including governance.
	 
	 	 
	 

	 	The Litigation Trustee shall (a)
pursue the Anadarko Litigation and
(b) distribute any recovery as a
result thereof (the “Litigation Proceeds”) as follows: (i) 88% to
the Governmental Environmental
Entities in accordance with the
Custodial Trust Settlement
Agreements and Environmental
Settlement Agreements, and (ii) 12%
to the holders of Tort Claims, by
delivery to the Tort Claims Trust.
The United States shall have the
right to approve or reject any
proposed settlement of the Anadarko
Litigation, after consultation with
certain other Governmental
Environmental Entities and certain
representatives of holders of Tort
Claims. Representatives of the
United States, certain other
Governmental Environmental
Entities, and certain
representatives of the holders of
Tort Claims will have certain
agreed rights concerning the
pursuit of the Anadarko Litigation.
In addition, the United States,
separate from its participation in
the Anadarko Litigation Trust,
shall continue to enjoy the rights
to participate in the Anadarko
Litigation provided to it under the
Order Approving Revised Stipulation
and Order with Respect to Federal
Debt Collection Procedures Act,
signed August 20, 2009.






12









 






	 	 	 
	 

	 	In addition, the United States
shall negotiate with certain
representatives of the holders of
Tort Claims in good faith to find
additional value from the Anadarko
Litigation, a meaningful portion of
which will inure to the benefit of
holders of Tort Claims.
	 
	 	 
	Environmental Custodial Trusts

	 	On the Effective Date, the Debtors
will establish one or more
custodial trusts (the “Custodial Trusts”) to transfer the Owned
Sites to the Custodial Trusts, free
and clear of all liens, claims and
encumbrances other than any
liability to governmental entities
as provided in the applicable
custodial trust agreements
(collectively, the “Custodial Trust Agreements”). The Custodial Trusts
shall conduct response action and
restoration or fund response action
and restoration of or related to
the Owned Sites. Any property
placed into a Custodial Trust may
be sold or transferred with the
approval of the United States and
the State in which the property is
located, and the proceeds shall be
retained by the trust to be used as
provided in the applicable
Custodial Trust Agreement (a) for
costs of administration of the
applicable Custodial Trust, (b) to
conduct any remaining response
action and restoration relating to
such property, or (c) to reimburse
any Entity performing such response
action or restoration. Thereafter
any remaining proceeds shall be
used as provided below.
	 
	 	 
	 

	 	The United States and the
applicable Governmental
Environmental Entities shall enter
into environmental custodial trust
settlement agreements for the Owned
Sites (the “Custodial Trust Settlement Agreements”). The
Custodial Trust Settlement
Agreements shall be submitted for
public notice and comment as
required under federal
environmental law and, where
applicable, state environmental law
of the state in which the
applicable property is located.
The agreements will determine how
the Custodial Trusts will be
operated by agreed-upon trustees
and the role of the United States
and the relevant State in approving
funding of response action and
restoration for the duration of the
trusts. The Debtors and New Tronox
shall have no responsibility or
involvement with respect to the
Custodial Trusts once they are
established and funded in
accordance with the provisions
herein. Custodial Trust funding
shall be held in trust in
segregated trust accounts for each
site and in an administrative
account, all as provided for in the
Custodial Trust Agreements. The
relevant Governmental Environmental
Entity and the Debtors will file
any necessary pleading with the
applicable district court seeking
to modify the applicable Consent
Decree or related document, if any,
to conform to any applicable
Custodial Trust Settlement
Agreements and remove such Debtor
as a party to the Consent Decree
after the Effective Date.
	 
	 	 
	 

	 	Each Custodial Trust Settlement
Agreement and each Environmental
Settlement Agreement shall (i) have
covenants not to sue or assert (or,
for certain states, to the extent
allowable under applicable state
and federal law, releases of) any
civil claims or civil causes of
action against the Debtors, New
Tronox and any successors in
interest with respect to the Owned
Sites (including pursuant to
sections 106 and 107 of CERCLA) and
(ii) provide that the Debtors, New
Tronox and any successors in
interest shall have protection from
contribution actions or claims with
respect to the Owned Sites
(including pursuant to section 113
of CERCLA). Each such covenant and
provision shall be similar to those
in the recent Asarco LLC, et al.
(Case No. 05-21207) bankruptcy as
set forth in the related Amended
Settlement Agreement regarding
Miscellaneous Federal and State
Environmental Sites and the Amended
Consent Decree (the “Miscellaneous Settlement”) and Settlement
Agreement Establishing a Custodial






13









 






	 	 	 
	 

	 	Trust for Certain Owned Sites in
Alabama, Arizona, Arkansas,
Colorado, Illinois, Indiana, New
Mexico, Ohio, Oklahoma, Utah and
Washington (“Multi-State Custodial
Trust Agreement”), including in the
sections entitled “Covenants Not To
Sue” and “Contribution Protection”,
but excluding any provisions in
paragraph 30 of the Miscellaneous
Settlement or paragraph 12(i) of
the Multi-State Custodial Trust
Agreement.
	 
	 	 
	 

	 	The initial funding of the
Custodial Trusts shall be the
remaining portion of the aggregate
$115 million of cash representing
the Funded Environmental Amount,
after the Anadarko Litigation Fund
has been funded, if at all, to be
funded on the Effective Date.
Additional funding shall be as set
forth above in the section entitled
“Treatment of Claims against the
Debtors: Environmental Claims”.
Funding shall be allocated among
the site accounts as provided in
the Custodial Trust Settlement
Agreements.
	 
	 	 
	 

	 	Upon completion of response action
and restoration and reimbursement
of any costs therefore required for
a site, any funds held for that
site by a Custodial Trust shall be
transferred (a) first, in
accordance with instructions
provided by the United States and
the appropriate State, to any other
Custodial Trust in that State with
remaining response action and
restoration to be performed related
to the sites and a need for
additional trust funding; (b)
second, in accordance with
instructions provided by the United
States after consultation with the
States, to other open and operating
Custodial Trusts in other States
with remaining response action and
restoration to be performed related
to the sites and a need for
additional trust funding; and (c)
third, to the Superfund established
under CERCLA.
	 
	 	 
	 

	 	Certain Governmental Environmental
Entities shall also enter into
environmental settlement agreements
(the “Environmental Settlement Agreements”) with respect to the
Other Sites. (For the avoidance of
doubt, the Environmental Settlement
Agreements and the Custodial Trust
Settlement Agreements may be one
form of agreement, which shall be
satisfactory under this Term
Sheet.) The Environmental
Settlement Agreements shall provide
for allowed claims and
consideration, including funding
from the Anadarko Litigation
Proceeds and contribution sources,
on terms to be determined by the
Debtors and certain Governmental
Environmental Entities, as set
forth herein. The Environmental
Settlement Agreements shall also
provide for the retention by the
United States of any Department of
Energy reimbursement, or other
funds subject to set-off, to be
used at the direction of the United
States. For the avoidance of
doubt, the Governmental
Environmental Entities shall not be
entitled to additional recovery
under the Plan as a result of the
Environmental Settlement Agreements
other than the distributions and
treatment set forth above in the
section entitled “Treatment of
Claims against the Debtors: Environmental Claims”. The
Environmental Settlement Agreements
shall be submitted for public
notice and comment as required
under federal environmental law
and, where applicable, state
environmental law of the state in
which the applicable property is
located. The relevant Governmental
Environmental Entity and Debtor
will file any necessary pleading
with the applicable district court
seeking to modify the applicable
Consent Decree or related
documents, if any, to conform to
the applicable Environmental Settlement Agreements and remove
such Debtor as a party to the
Consent Decree after the Effective
Date.






14









 






	 	 	 
	Scope of United States Obligations
under Plan Support Agreement and Term
Sheet

	 	Except as set forth in the last
sentence of this paragraph, and
notwithstanding anything else to
the contrary in this Term Sheet or
the Plan Support Agreement, (i)
neither the Plan Support Agreement
nor this Term Sheet shall impose
any binding or enforceable
obligations on the United States,
and the terms of this Term Sheet
shall not become binding and
enforceable upon the United States
unless and until the appropriate
officials of the United States, on
behalf of the United States, have
executed and delivered the
definitive Environmental Settlement
Documents, after public notice and
opportunity for public comment in
accordance with applicable law and
after the Bankruptcy Court has
approved the definitive
Environmental Settlement Documents,
(ii) this Term Sheet may not be
used or relied on by any party for
any purpose other than as set forth
in the last sentence of this
paragraph, and (iii) this Term
Sheet is not a permit, covenant not
to sue, or release, and may not be
used as a defense to any claim,
action or proceeding.
Notwithstanding the foregoing, the
United States agrees to use its
reasonable efforts (1) to negotiate
the forms of definitive Custodial
Trust Agreements, Custodial Trust
Settlement Agreements and
Environmental Trust Settlement
Agreements and any other related
documents and agreements, including
all exhibits, schedules, annexes
and other attachments thereto
(collectively, the “Environmental
Settlement Documents”) consistent
with the terms of this Term Sheet,
on or before February 28, 2010, (2)
to initiate and diligently pursue
both the public notice and comment
proceedings and procedures in
accordance with applicable law and
any other action required by
applicable law in order for the
United States to be authorized to
execute and deliver the definitive
Environmental Settlement Documents,
(3) to complete the public notice
and comment proceedings and
procedures by April 30, 2010, and
(4) promptly after completion of
the public notice and comment
proceedings and procedures, to
support, if appropriate after
considering all public comments,
the Debtors’ filing of a motion to
obtain Bankruptcy Court approval
of, and the Bankruptcy Court’s
entry of an order approving, the
definitive Environmental Settlement
Documents. For the avoidance of
doubt, the foregoing “reasonable
efforts” clause applies solely to
the timing of the Environmental
Settlement Agreement and Custodial
Trust Agreement process, and does
not bind the United States to
actually enter into such agreements
unless and until (1) officials with
authority have approved the
Environmental Settlement Agreements
and Custodial Trust Agreements; (2)
the required public notice and
comment period with respect to such
agreements has closed; (3) the
United States and other relevant
Governmental Environmental Entities
have decided to proceed with such
agreements, as modified, if at all,
in response to comments received;
(4) the other signatories to the
Plan Support Agreement (and the DIP
Administrative Agent) have
consented to any such modifications
having a material impact upon them;
and (5) the Bankruptcy Court has
approved such agreements, as so
modified.






15









 






	 	 	 
	Governance:
	 	 
	 
	 	 
	Board of Directors

	 	The board of directors of New
Tronox will initially consist of a
number of individuals to be
determined by the Backstop Parties
and the Creditor’s Committee. The
initial board members shall be
appointed by the Backstop Parties,
and shall include the chief
executive officer of New Tronox,
and at least one of such directors
(who shall be an “independent
director” within the meaning of the
rules of any stock exchange on
which the shares of New Tronox
Common Stock are listed (or if not
so listed, would so qualify under
the rules of the New York Stock
Exchange)) shall be selected in
consultation with the Creditors’
Committee and with the consent of
the Creditors’ Committee, which
consent shall not be unreasonably
withheld, conditioned or delayed.
	 
	 	 
	Other

	 	Other governance arrangements to be
determined, depending, in part, on
whether New Tronox will be a public
or private company on the Effective
Date.3
	 
	 	 
	Conditions Precedent:

	 	The consummation of the
Restructuring pursuant to the Plan
will be subject to customary and
appropriate conditions precedent,
including but not limited to the
following.
	 
	 	 
	Listing of Common Stock

	 	The Parties shall use commercially
reasonable efforts to cause, on, or
as soon as possible after, the
Effective Date, the shares of New
Tronox Common Stock to be listed on
the NYSE or The NASDAQ Stock
Market.
	 
	 	 
	Documentation

	 	All documentation prepared in
connection with the Restructuring,
including without limitation, the
Plan, the Definitive Restructuring
Documentation, and any documents,
motions, pleadings, orders or the
like prepared or filed in
connection with the Chapter 11
Cases shall be in form and
substance satisfactory to the
Parties.
	 
	 	 
	Government Consent

	 	Any consent of the Governmental
Environmental Entities necessary to
effect the Environmental Settlement
Agreements and Custodial Trust
Settlement Agreements, including
consent to modify or amend any
Consent Decree as may be required
thereunder, and any applicable
public notice and comment
proceedings and procedures or other
regulatory approval requirements
shall have been obtained, and the
Environmental Settlement Agreements
and Custodial Trust Settlement
Agreements shall have been approved
by the Bankruptcy Court on or prior
to June 30, 2010.

	 
	 
	 	
The Debtors shall not object to, or
seek to estimate, any Environmental
Claims asserted by Governmental
Environmental Entities that are
party to any Environmental
Settlement Agreements or Custodial
Trust Settlement Agreements without
the consent of the United States
and the relevant claimant.
	 
	 	 
	Other Consents

	 	To the extent any consent or waiver
is required to be obtained to
effect the Restructuring (including
the transfer of the Assets to New
Tronox), such consent or waiver
shall have been obtained or
expired, such that New Tronox shall
able, on the Effective Date, to
take ownership of the Assets free
and clear of all encumbrances.








 




			
	3	 	If New Tronox is not a public company on the
Effective Date, a customary shareholders agreement will be entered into, and
the Plan and the Confirmation Order will provide that all parties receiving
shares of New Tronox Common Stock in the Rights Offering or under the Plan
shall be bound by such shareholders agreement.




16









 










	 	 	 
	Replacement DIP Facility

	 	The Debtors shall have obtained
Bankruptcy Court authorization to
enter into the Replacement DIP
Facility and shall not have
obtained additional
debtor-in-possession financing
prior to the Effective Date.
	 
	 	 
	Henderson, Nevada Plant

	 	The Debtors and the applicable
Custodial Trust shall have entered
into sale/leaseback and access
agreements relating to the
Henderson, Nevada facility, each on
terms satisfactory to the Backstop
Parties and the Creditors’
Committee and the relevant
government agencies, which terms
shall include significantly below
market lease payments (but at least
sufficient to pay for associated
administrative expenses and
property taxes), and shall specify
that New Tronox is not responsible
for costs of any environmental
remedial action or restoration
associated with the presence or
releases of hazardous substances
from or at any portion of the
Henderson facility prior to the
Effective Date and all areas
affected by natural migration of
such substances therefrom, except
to the extent exacerbated by any
act or omission of New Tronox after
the Effective Date.
New Tronox shall exercise due care
at the Henderson facility with
respect to existing contamination
and shall comply with all
applicable local, State and federal
laws and regulations. Nothing in
the previous sentence shall require
New Tronox to clean up existing
contamination in or under the
ground that has not been
exacerbated or aggravated by New
Tronox or its successors,
assignees, contractors,
subcontractors, representatives,
lessees or sublessees after the
Effective Date. New Tronox
recognizes that the implementation
of response actions at the
Henderson facility may interfere
with New Tronox’s use of the
property, and may require closure
or delay of its activities or a
part thereof. New Tronox agrees to
cooperate fully with the United
States Environmental Protection
Agency (“EPA”) and the Nevada
Department of Environmental
Protection in the implementation of
response actions at the Henderson
facility and further agrees not to
interfere with such response
actions. The EPA, consistent with
its responsibilities under
applicable law, will use reasonable
efforts to minimize any
interference with New Tronox’s
operations by such entry and
response at the Henderson facility.
	 
	 	 
	 

	 	The lease shall contain customary
provisions relating to indemnity by
a tenant with respect to the
operation of the tenant at the
leased property following the
Effective Date. For the avoidance
of doubt, New Tronox shall retain
any liability as an operator of the
Henderson facility, and shall be
responsible for related response
action, if any, to the extent such
liability or responsibility relates
to releases of hazardous substances
from any portion of the Henderson
facility due to any act or omission
of New Tronox after the Effective
Date.
	 
	 	 
	Available Funds

	 	On the Effective Date, the
aggregate amount of (i) available
cash or cash equivalents for New
Tronox (not including any
restricted cash or cash
equivalents) and (ii) undrawn
amounts under the Exit Facility
available to be drawn by New Tronox
on such date, shall exceed
$58,240,000, or such other lower
amount as shall be agreed to by the
Backstop Parties.
	 
	Non-governmental CERCLA Claims

	 	On the Effective Date, the
aggregate amount of allowed
non-governmental CERCLA Claims
shall not exceed $200 million; and
there shall be no material
unresolved non-governmental CERCLA
Claims, which, individually or in
the aggregate, after having been
resolved, reasonably could cause
the final aggregate amount of
allowed non-governmental CERCLA
Claims to exceed $200 million.






17









 






	 	 	 
	Other Features of the Restructuring:
	 	 
	 
	 	 
	Dilution

	 	The New Tronox Common Stock issued
in connection with the transactions
to take place on or prior to the
Effective Date, as set forth in
this Term Sheet, will be subject to
dilution by New Tronox Common Stock
issued after the Effective Date,
including upon issuance of New
Tronox Common Stock pursuant to the
management incentive plan set forth
below.
	 
	 	 
	Management Incentive Plan and
Employment

	 	Following the Effective Date, the
board of directors of New Tronox
will establish a management
incentive plan that will provide
for the issuance of certain
equity-based awards exercisable for
5% of the New Tronox Common Stock,
or such higher percentage as may be
determined by the board of
directors of New Tronox after the
Effective Date, with a strike price
at least equal to the Plan value.
	 
	 	 
	 

	 	In addition, following the
Effective Date the board of
directors of New Tronox shall
review the employment arrangements
with the management of New Tronox
and enter into appropriate
arrangements with those persons who
will serve as the management of New
Tronox after the Effective Date.
	 
	 	 
	Charter Documents

	 	All charter documents of New Tronox
will be satisfactory to the
Backstop Parties and the Creditors’
Committee.
	 
	 	 
	Retained Causes
of Action

	 	All lawsuits, causes of action and
claims held by the Debtors,
including all tort actions where
the Debtors are plaintiffs and all
avoidance actions, but excluding
the Anadarko Litigation, shall be
included in the Assets and
transferred to New Tronox on the
Effective Date.
	 
	 	 
	Expenses

	 	Whether or not the transactions
contemplated by this Term Sheet are
consummated, the Debtors shall pay
the reasonable and documented fees
and out-of pocket expenses of the
legal counsel and financial
advisors to the Backstop Parties
related to the Restructuring,
provided, however, that the
completion fee of $2 million
contemplated by the Broadpoint
Capital, Inc. engagement letter,
which, notwithstanding anything set
forth in such letter, shall only be
payable upon consummation of the
Restructuring.
	 
	 	 
	Tax Issues

	 	To be determined.
	 
	 	 
	Governing Low

	 	State of New York







18











 





Exhibits A, B and C to the Plan Term Sheet are attached to the Motion.




 









 





Exhibit D to Plan Term Sheet



Exhibit to list all domestic real property owned by the Debtors other than the Assets (as defined
in the Term Sheet)




 









 





     Exhibit E to Plan Term Sheet


Exhibit to list, at minimum, all non-owned sites for which proofs of claim asserting Environmental
Claims (as defined in the Term Sheet) have been filed




2









 





     Exhibit F to Plan Term Sheet 



Environmental L/Cs




	 	 	 	 	 	 	 	 	 
	Debtor	 	Issuing Bank	 	Beneficiary	 	Amount
	Cimarron Corporation

	 	Bank One/JPM
	 	US NRC
	 	 	3,600,000	 
	Tronox Worldwide LLC

	 	JPMorgan
	 	US EPA (Lakeview)
	 	 	500,000	 
	Tronox Incorporated

	 	JPMorgan
	 	Safeco Insurance
Company (collateral
for surety)
	 	 	24,275,000	 
	Tronox LLC

	 	Bank One/JPM
	 	City of West Chicago
	 	 	1,019,789	 
	Tronox Worldwide LLC

	 	JPMorgan
	 	Illinois Emergency
Management Agency
(West Chicago)
	 	 	24,797,247	 
	Tronox Worldwide LLC

	 	JPMorgan
	 	Safeco Insurance
	 	 	3,400,000	 
	 

	 	 	 	Company (collateral
for surety)	 	 	 	 






Environmental Bonds/Sureties




	 	 	 	 	 	 	 	 	 
	Debtor	 	Type	 	Obligee	 	Amount
	Kerr-McGee Refining
Corporation

	 	Encroachment permit
bond
	 	City of Louisville
	 	 	10,000	 
	Triple S Refining
Corporation

	 	Individual utility
permit bond
	 	Illinois Department of
Transportation
	 	 	2,000	 
	Kerr-McGee Chemical
Corporation

	 	Financial guarantee
	 	Elgin, Joliet and
Eastern Railway
	 	 	5,600,000	 
	Tronox LLC

	 	Financial guarantee
	 	Illinois Department of
Nuclear Safety
	 	 	15,000,000	 
	Kerr-McGee Refining
Corporation

	 	Right of way bond
	 	City of Jacksonville, Fl.
	 	 	5,000	 
	Kerr-McGee Chemical
LLC

	 	Permit to drill
ground water
monitoring wells
	 	City of Springfield, Mo.
	 	 	19,500	 







3









 








Exhibits A, B and C to the Plan Support Agreement are attached to the Motion.





 









 








Schedule 1 to Plan Support Agreement




Illinois

North Carolina

Florida

Georgia

Louisiana

Missouri

Mississippi

Oklahoma

Nevada

Wisconsin

Texas

Indiana

New York

Ohio





 













 




IN WITNESS WHEREOF, the Parties have entered into this Agreement on the day and year first above written.




	 	 	 	 	 
	 	 	Tronox Incorporated
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael J. Foster
	 

	 	 	 	 
	 

	 	 
	 	Michael J. Foster
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





[Signature Page Plan Support Agreement]




 









 








	 	 	 	 	 
	 

	 	 	 	PREET BHARARA
	 

	 	 	 	United States Attorney for the Southern
	 

	 	 	 	District of New York 
Attorney for the
	 

	 	 	 	United States of America
	 
	 	 	 	 
	 

	 	By:
	 	/s/ MATTHEW L. SCHWARTZ
	 

	 	 	 	 
	 

	 	 	 	MATTHEW L. SCHWARTZ
	 

	 	 	 	Assistant United States Attorney
	 

	 	 	 	86 Chambers Street, 3rd Floor
	 

	 	 	 	New York, New York 10007
	 

	 	 	 	Tel. No.: (212) 637-1945
	 

	 	 	 	Fax No.: (212) 637-2750
	 

	 	 	 	E-mail: matthew.schwartz@usdoj.gov






 









 






	 	 	 	 	 
	 	 	THE OFFICIAL COMMITTEE OF
	 	 	UNSECURED CREDITORS OF TRONOX
	 	 	INCORPORATED, ET AL.
	 
	 	 	 	 
	 	 	By: AEGON USA Investment
	 	 	Management, LLC, solely in its capacity as
	 	 	Chair of the Creditors’ Committee and not
	 	 	in its individual capacity,
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jim Schaeffer
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 





[Signature Page Plan Support Agreement]




 









 








	 	 	 	 	 
	 	 	Michael E. Carroll
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Michael E. Carroll
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





[Signature Page Plan Support Agreement]




 









 








	 	 	 	 	 
	 	 	Rio Algom Mining LLC
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Francis McAllister
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	VP & CFO
	 

	 	 	 	 





[Signature Page Plan Support Agreement]




 









 








	 	 	 	 	 
	 	 	Transamerica Life Insurance Company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James K. Schaeffer
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





[Signature Page Plan Support Agreement]




 









 








	 	 	 	 	 
	 	 	Transamerica Financial Life Insurance
	 	 	Company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James K. Schaeffer
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





[Signature Page Plan Support Agreement]





 









 








	 	 	 	 	 
	 	 	Monumental Life Insurance Company
	 
	 	 	 	 
	 

	 	By:
	 	/s/ James K. Schaeffer
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





[Signature Page Plan Support Agreement]




 









 





	 	 	 	 	 
	 	 	Fidelity Investments Canada ULC, As
	 	 	Trustee Of The Fidelity Balanced Fund
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Peter Bowen
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	VP and Fund Treasurer
	 

	 	 	 	 





[Signature Page Plan Support Agreement]




 









 








	 	 	 	 	 
	 	 	Fidelity Investments Canada ULC, As
	 	 	Trustee Of The Fidelity Canadian Asset
	 	 	Allocation Fund
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Peter Bowen
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	VP and Fund Treasurer
	 

	 	 	 	 





[Signature Page Plan Support Agreement]




 









 








	 	 	 	 	 
	 	 	Fidelity Investments Canada ULC, As
	 	 	Trustee Of The Fidelity American High
	 	 	Yield Fund
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Peter Bowen
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	VP and Fund Treasurer
	 

	 	 	 	 





[Signature Page Plan Support Agreement]




 









 








	 	 	 	 	 
	 	 	Fidelity Investments Canada ULC, As
	 	 	investment manager of IG FI Canadian
	 	 	Allocation Fund
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Peter Bowen
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	VP and Fund Treasurer
	 

	 	 	 	 





[Signature Page Plan Support Agreement]




 









 








	 	 	 	 	 
	 	 	Pension Investment Committee of General
	 	 	Motors for General Motors Employccs
	 	 	Domestic Group Pension Trust
	 
	 	 	 	 
	 	 	By: Pyramis Global Advisors Trust
	 	 	Company, as Investment Manager under
	 	 	Power of Attorney
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Lynn M. Farrand
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 





[Signature Page Plan Support Agreement]




 









 








	 	 	 	 	 
	 	 	Commonwealth of Massachusetts Pension
	 	 	Reserves Investment Management Board
	 
	 	 	 	 
	 	 	By: Pyramis Global Advisors Trust
	 	 	Company, as Investment Manager under
	 	 	Power of Attorney
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Lynn M. Farrand
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 





[Signature Page Plan Support Agreement]




 









 








	 	 	 	 	 
	 	 	Illinois Municipal Retirement Fund
	 
	 	 	 	 
	 	 	By: Pyramis Global Advisors Trust
	 	 	Company, as Investment Manager under
	 	 	Power of Attorney
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Lynn M. Farrand
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 





[Signature Page Plan Support Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	Fidelity Management &
	 	 	Research Company
	 	 	on behalf of Fidelity Funds — US High Income
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ J. Gregory Wass
	 

	 	 	 	 	 	 
	 

	 	 	 	 
	 	 J. Gregory Wass
	 
	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Assistant Treasurer
	 

	 	 	 	 	 	 





[Signature Page Plan Support Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	Fidelity Management &
	 	 	Research Company
	 	 	On behalf of Master Trust Bank of Japan Ltd. Re: Fidelity US High Yield
	 	 	 	 	
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ J. Gregory Wass
	 

	 	 	 	 	 	 
	 

	 	 	 	 
	 	 J. Gregory Wass
	 
	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Assistant Treasurer
	 

	 	 	 	 	 	 





[Signature Page Plan Support Agreement]




 









 








	 	 	 	 	 
	 	 	Fidelity Summer Street Trust: Fidelity
	 	 	Capital & Income Fund
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian
	 

	 	 	 	 
	 

	 	 
	 	 Jeffrey Christian
	 
	 	 	 	 
	 

	 	Title:
	 	Deputy Treasurer
	 

	 	 	 	 





[Signature Page Plan Support Agreement]




 









 








	 	 	 	 	 
	 	 	Fidelity Puritan Trust: Fidelity Puritan Fund
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian
	 

	 	 	 	 
	 

	 	 
	 	 Jeffrey Christian
	 
	 	 	 	 
	 

	 	Title:
	 	Deputy Treasurer
	 

	 	 	 	 





[Signature Page Plan Support Agreement]




 









 








	 	 	 	 	 
	 	 	Fidelity Advisor Series I: Fidelity Advisor
	 	 	High Income Advantage Fund
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian
	 

	 	 	 	 
	 

	 	 
	 	 Jeffrey Christian
	 
	 	 	 	 
	 

	 	Title:
	 	Deputy Treasurer
	 

	 	 	 	 





[Signature Page Plan Support Agreement]




 









 








	 	 	 	 	 
	 	 	Variable Insurance Product Fund V:
	 	 	Strategic Income Portfolio
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian
	 

	 	 	 	 
	 

	 	 
	 	 Jeffrey Christian
	 
	 	 	 	 
	 

	 	Title:
	 	Deputy Treasurer
	 

	 	 	 	 





[Signature Page Plan Support Agreement]





 












 





	 	 	 	 	 	 	 
	 	 	Fidelity Advisor Series II: Fidelity Advisor
Strategic Income Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian	 	 
	 

	 	 
	 	 

Jeffrey Christian
	 	 
	 

	 	Title:
	 	 

Deputy Treasurer
	 	 






[Signature Page Plan Support Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	Fidelity School Street Trust: Fidelity

Strategic Income Fund	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Christian	 	 
	 

	 	 
	 	 

Jeffrey Christian
	 	 
	 

	 	Title:
	 	 

Deputy Treasurer
	 	 






[Signature Page Plan Support Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	Scoggin Capital Management, LP II	 	 
	 	 	By: S&E Partners, LP its: general partner	 	 
	 	 	By: Scoggin, Inc. its: general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Craig Effron	 	 
	 

	 	
	 	 

	 	 
	 

	 		 	 	 	 






 









 





	 	 	 	 	 	 	 
	 	 	Scoggin International Fund, Ltd.	 	 
	 
	 	 	 	 	 	 
	 	 	Scoggin, LLC its: investment manager	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Craig Effron	 	 
	 

	 	
	 	 

	 	 
	 

	 		 	 	 	 






 









 





	 	 	 	 	 	 	 
	 	 	Scoggin Worldwide Distressed Fund, Ltd.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Old Bellows Partners LP Its Investment Manager	 	 
	 	 	By: Old Bellows Associates LLC Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ A. Dev Chodry	 	 
	 

	 	
	 	 


	 	 
	 

	 		 	 	 	 






 









 





	 	 	 	 	 	 	 
	 	 	Plainfield Special Situations Master Fund II Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas X. Fritsch	 	 
	 

	 	 
	 	 

Thomas X. Fritsch
	 	 
	 

	 	Title:
	 	 

Authorized Individual
	 	 






[Signature Page Plan Support Agreement]





 









 








	 	 	 	 	 	 	 
	 	 	OZ Master Fund, Ltd.	 	 
	 
	 	 	 	 	 	 
	 	 	By: OZ Management LP, its Investment Manager	 	 
	 	 	By: Och-Ziff Holding Corporation, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joel Frank	 	 
	 

	 	Name:
	 	 

Joel Frank
	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 






[Signature Page Plan Support Agreement]





 









 








	 	 	 	 	 	 	 
	 	 	Goldman Sachs & Co. Profit Sharing Master Trust	 	 
	 
	 	 	 	 	 	 
	 	 	By: OZ Management II LP, its investment manager	 	 
	 	 	By: Och-Ziff Holding II LLC, its General Partner	 	 
	 	 	By: OZ Management LP, its Member	 	 
	 	 	By: Och-Ziff Holding Corporation its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joel Frank	 	 
	 

	 	Name:
	 	 

Joel Frank
	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 






[Signature Page Plan Support Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	Gordel Holdings Limited	 	 
	 
	 	 	 	 	 	 
	 	 	By: OZ Management LP, its Investment Manager	 	 
	 	 	By: Och-Ziff Holding Corporation, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joel Frank	 	 
	 

	 	Name:
	 	 

Joel Frank
	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 






[Signature Page Equity Commitment Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	OZ Select Master Fund, Ltd.	 	 
	 
	 	 	 	 	 	 
	 	 	By: OZ Management LP, its Investment Manager	 	 
	 	 	By: Och-Ziff Holding Corporation, its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Joel M. Frank	 	 
	 

	 	Name:
	 	 

Joel M. Frank
	 	 
	 

	 	Title:
	 	Chief Financial Officer	 	 






[Signature Page Equity Commitment Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	TRICADIA CAPITAL MANAGEMENT, LLC solely as Investment Manager and not
individually	 	 
	 
	 	 	 	 	 	 
	 

	 	
	 	/s/ Julia Wyatt	 	 
	 

	 	By: 
	 	 

Julia Wyatt
	 	 
	 

	 	Title:
	 	 

CFO
	 	 






[Signature Page Plan Support Agreement}





 









 








	 	 	 	 	 	 	 
	 	 	Plainfield OC Master Fund Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas X. Fritsch	 	 
	 

	 	 
	 	 

Thomas X. Fritsch
	 	 
	 

	 	Title:
	 	 

Authorized Individual
	 	 






[Signature Page Plan Support Agreement]




 









 





	 	 	 	 	 	 	 
	 	 	Plainfield Liquid Strategies Master Fund Limited	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas X. Fritsch	 	 
	 

	 	 
	 	 

Thomas X. Fritsch
	 	 
	 

	 	Title:
	 	 

Authorized Individual
	 	 






[Signature Page Plan Support Agreement]




 









 








	 	 	 	 	 	 	 
	 	 	CAI DISTRESSED DEBT OPPORTUNITY MASTER FUND, LTD	 	 
	 
	 	 	 	 	 	 
	 

	 	
	 	/s/ Herbert Seif	 	 
	 

	 	
	 

	 	 
	 

	 	 	 	By: Herbert Seif

	 

	 	 	 	Title:







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	 	 	MACKAY SHIELDS LLC, as investment adviser or sub-advisor
to certain clients holding 48,112,000
Notes	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Lucille Protas	 	 
	 

	 	Name:
	 	 

Lucille Protas
	 	 
	 

	 	Title:
	 	Chief Operating Officer	 	 






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